10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 30, 2010.

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                   

Commission file number 1-303

THE KROGER CO.

(Exact name of registrant as specified in its charter)

Ohio	31-0345740
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
1014 Vine Street, Cincinnati, OH	45202
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (513) 762-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock $1 par value	New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act:

NONE

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§299.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerx	Accelerated filero
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting companyo

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the Common Stock of The Kroger Co. held by non-affiliates as of August 15, 2009:  $13.7 billion.  There were 646,221,726 shares of Common Stock ($1 par value) outstanding as of March 26, 2010.

Documents Incorporated by Reference:

Portions of proxy statement to be filed pursuant to Regulation 14A of the Exchange Act on or before June 1, 2010, are incorporated by reference into Part III of this Form 10-K.

PART I

ITEM 1.BUSINESS.

The Kroger Co. was founded in 1883 and incorporated in 1902. As of January 30, 2010, the Company was one of the largest retailers in the United States based on annual sales. The Company also manufactures and processes some of the food for sale in its supermarkets. The Company’s principal executive offices are located at 1014 Vine Street, Cincinnati, Ohio 45202, and its telephone number is (513) 762-4000. The Company maintains a web site (www.kroger.com) that includes additional information about the Company. The Company makes available through its web site, free of charge, its annual reports on Form 10-K, its quarterly reports on Form 10-Q, its current reports on Form 8-K and its interactive data files, including amendments. These forms are available as soon as reasonably practicable after the Company has filed with, or furnished them electronically to, the SEC.

The Company’s revenues are earned and cash is generated as consumer products are sold to customers in its stores. The Company earns income predominantly by selling products at price levels that produce revenues in excess of its costs to make these products available to its customers. Such costs include procurement and distribution costs, facility occupancy and operational costs, and overhead expenses.  The Company’s fiscal year ends on the Saturday closest to January 31.

EMPLOYEES

As of January 30, 2010, the Company employed approximately 334,000 full and part-time employees. A majority of the Company’s employees are covered by collective bargaining agreements negotiated with local unions affiliated with one of several different international unions. There are approximately 305 such agreements, usually with terms of three to five years.

During 2010, the Company has major labor contracts to be negotiated covering store employees in Albuquerque, Cincinnati, Dallas, Detroit, Ft. Wayne, Houston, Little Rock, Portland, Seattle and Toledo.  The Company will also negotiate agreements with the Teamsters for employees in California and Portland.  Negotiations in 2010 will be challenging as the Company must have competitive cost structures in each market while meeting our associates’ needs for good wages, affordable health care and increases in Company pension contributions.

STORES

As of January 30, 2010, the Company operated, either directly or through its subsidiaries, 2,468 supermarkets and multi-department stores, 893 of which had fuel centers.  Approximately 43% of these supermarkets were operated in Company-owned facilities, including some Company-owned buildings on leased land.  The Company’s current strategy emphasizes self-development and ownership of store real estate.  The Company’s stores operate under several banners that have strong local ties and brand equity.  Supermarkets are generally operated under one of the following formats: combination food and drug stores (“combo stores”); multi-department stores; marketplace stores; or price impact warehouses.

The combo stores are the primary food store format.  They typically draw customers from a 2 – 2½ mile radius.  The Company believes this format is successful because the stores are large enough to offer the specialty departments that customers desire for one-stop shopping, including natural food and organic sections, pharmacies, general merchandise, pet centers and high-quality perishables such as fresh seafood and organic produce.

Multi-department stores are significantly larger in size than combo stores.  In addition to the departments offered at a typical combo store, multi-department stores sell a wide selection of general merchandise items such as apparel, home fashion and furnishings, electronics, automotive products, toys and fine jewelry.

Marketplace stores are smaller in size than multi-department stores.  They offer full-service grocery and pharmacy departments as well as an expanded general merchandise area that includes outdoor living products, electronics, home goods and toys.

Price impact warehouse stores offer a “no-frills, low cost” warehouse format and feature everyday low prices plus promotions for a wide selection of grocery and health and beauty care items. Quality meat, dairy, baked goods and fresh produce items provide a competitive advantage. The average size of a price impact warehouse store is similar to that of a combo store.

Many of the stores mentioned above, with exception of the price impact warehouse stores, include fuel centers.

2

In addition to the supermarkets, as of January 30, 2010, the Company operated through subsidiaries, 777 convenience stores and 374 fine jewelry stores.  All of our fine jewelry stores located in malls are operated in leased locations.  In addition, 87 convenience stores were operated through franchise agreements. Approximately 51% of the convenience stores operated by subsidiaries were operated in Company-owned facilities. The convenience stores offer a limited assortment of staple food items and general merchandise and, in most cases, sell gasoline.

SEGMENTS

The Company operates retail food and drug stores, multi-department stores, jewelry stores, and convenience stores throughout the United States.  The Company’s retail operations, which represent substantially all of the Company’s consolidated sales, earnings and total assets, are its only reportable segment.  All of the Company’s operations are domestic. Revenues, profit and losses, and total assets are shown in the Company’s Consolidated Financial Statements set forth in Item 8 below.

MERCHANDISING AND MANUFACTURING

Corporate brand products play an important role in the Company’s merchandising strategy.  Our supermarkets, on average, stock approximately 11,000 private label items.  The Company’s corporate brand products are produced and sold in three “tiers.” Private Selection is the premium quality brand designed to be a unique item in a category or to meet or beat the “gourmet” or “upscale” brands.  The “banner brand” (Kroger, Ralphs, King Soopers, etc.), which represents the majority of the Company’s private label items, is designed to satisfy customers with quality products.  Before Kroger will carry a banner brand product, the product quality must meet our customers’ expectations in taste and efficacy, and we guarantee it.  Kroger Value is the value brand, designed to deliver good quality at a very affordable price.

Approximately 39% of the corporate brand units sold are produced in the Company’s manufacturing plants; the remaining corporate brand items are produced to the Company’s strict specifications by outside manufacturers. The Company performs a “make or buy” analysis on corporate brand products and decisions are based upon a comparison of market-based transfer prices versus open market purchases. As of January 30, 2010, the Company operated 40 manufacturing plants. These plants consisted of 18 dairies, 10 deli or bakery plants, five grocery product plants, three beverage plants, two meat plants and two cheese plants.

EXECUTIVE OFFICERS OF THE REGISTRANT

The disclosure regarding executive officers is set forth in Item 10 of Part III of this Form 10-K under the heading “Executive Officers of the Company,” and is incorporated herein by reference.

COMPETITIVE ENVIRONMENT

For the disclosure related to the Company’s competitive environment, see Item 1A under the heading “Competitive Environment”.

3

ITEM 1A.RISK FACTORS.

There are risks and uncertainties that can affect our business.  The significant risk factors are discussed below.  Please also see the “Outlook” section in Item 7 of this Form 10-K for forward-looking statements and factors that could cause us not to realize our goals or meet our expectations.

COMPETITIVE ENVIRONMENT

The operating environment for the food retailing industry continues to be characterized by intense price competition, aggressive supercenter expansion, increasing fragmentation of retail formats, entry of non-traditional competitors and market consolidation.  We have developed a strategic plan that we believe is a balanced approach that will enable Kroger to meet the wide-ranging needs and expectations of our customers in this challenging economic environment.  However, the nature and extent to which our competitors implement various pricing and promotional activities in response to increasing competition, including our execution of our strategic plan, and our response to these competitive actions, can adversely affect our profitability.  Our profitability and growth has been and could continue to be adversely affected by changes in the overall economic environment that affect consumer spending, including discretionary spending.

FOOD SAFETY

Customers count on Kroger to provide them with wholesome food products.  Concerns regarding the safety of food products could cause shoppers to avoid purchasing certain products from us, or to seek alternative sources of supply for all of their food needs, even if the basis for the concern is outside our control.  Any lost confidence on the part of our customers would be difficult and costly to reestablish.  Any issue regarding the safety of food items sold by Kroger, regardless of the cause, could have a substantial and adverse effect on our operations.

LABOR RELATIONS

A majority of our employees are covered by collective bargaining agreements with unions, and our relationship with those unions, including a prolonged work stoppage affecting a substantial number of locations, could have a material adverse effect on our results.

We are a party to approximately 305 collective bargaining agreements.  We have various labor agreements that will be negotiated in 2010, covering store employees in Albuquerque, Cincinnati, Dallas, Detroit, Ft. Wayne, Houston, Little Rock, Portland, Seattle and Toledo.  We will also negotiate agreements with the Teamsters for employees in California and Portland.  Upon the expiration of our collective bargaining agreements, work stoppages by the affected workers could occur if we are unable to negotiate new contracts with labor unions.  A prolonged work stoppage affecting a substantial number of locations could have a material adverse effect on our results.  Further, if we are unable to control health care, pension and wage costs, or gain operational flexibility under our collective bargaining agreements, we may experience increased operating costs and an adverse effect on future results of operations.

STRATEGY EXECUTION

Our strategy focuses on improving our customers’ shopping experiences through improved service, product selection and price.  Successful execution of this strategy requires a balance between sales growth and earnings growth.  Maintaining this strategy requires the ability to develop and execute plans to generate cost savings and productivity improvements that can be invested in the merchandising and pricing initiatives necessary to support our customer-focused programs, as well as recognizing and implementing organizational changes as required.  If we are unable to execute our plans, or if our plans fail to meet our customers’ expectations, our sales and earnings growth could be adversely affected.

DATA AND TECHNOLOGY

Our business is increasingly dependent on information technology systems that are complex and vital to continuing operations.  If we were to experience difficulties maintaining existing systems or implementing new systems, we could incur significant losses due to disruptions in our operations.  Additionally, these systems contain valuable proprietary and financial data and a breach could have an adverse effect on Kroger.

4

INDEBTEDNESS

As of year-end 2009, Kroger’s outstanding indebtedness, including capital leases and financing obligations, totaled approximately $8.1 billion.  This indebtedness could reduce our ability to obtain additional financing for working capital, acquisitions or other purposes and could make us more vulnerable to economic downturns and competitive pressures.  If debt markets do not permit us to refinance certain maturing debt, we may be required to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness.  Changes in our credit ratings, or in the interest rate environment, could have an adverse effect on our financing costs and structure.

LEGAL PROCEEDINGS

From time to time, we are a party to legal proceedings, including matters involving personnel and employment issues, personal injury, antitrust claims and other proceedings.  Some of these proceedings could result in a substantial loss to Kroger in the event that other potentially responsible parties are unable (for financial reasons or otherwise) to satisfy a judgment entered against them.  Others purport to be brought as class actions on behalf of similarly situated parties.  We estimate our exposure to these legal proceedings and establish accruals for the estimated liabilities, where it is reasonably possible to estimate and where an adverse outcome is probable.  Assessing and predicting the outcome of these matters involves substantial uncertainties.  Adverse outcomes in these legal proceedings, or changes in our evaluations or predictions about the proceedings, could have a material adverse effect on our financial results.  Please also refer to the “Legal Proceedings” section in Item 3 below.

MULTI-EMPLOYER PENSION OBLIGATIONS

As discussed in more detail below in “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies-Post-Retirement Benefit Plans,” Kroger contributes to several multi-employer pension plans based on obligations arising under collective bargaining agreements with unions representing employees covered by those agreements.  The funding status of most of those pension funds has deteriorated, since year-end 2007, and it is probable that the Company’s contributions to those funds will increase significantly over the next several years.  A significant increase to those funding requirements could adversely affect our financial condition, results of operations, or cash flows.  Despite the fact that the pension obligations of these funds are not the liability or responsibility of the Company, there is a risk that the agencies that rate Kroger’s outstanding debt instruments could view the underfunded nature of these plans unfavorably when determining their ratings on our debt securities.  Any downgrading of Kroger’s debt ratings likely would affect  Kroger’s cost of borrowing and access to capital.

INSURANCE

We use a combination of insurance and self-insurance to provide for potential liability for workers’ compensation, automobile and general liability, property, director and officers’ liability, and employee health care benefits.  Any actuarial projection of losses is subject to a high degree of variability.   Changes in legal claims, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, insolvency of insurance carriers, and changes in discount rates could all affect our financial condition, results of operations, or cash flows.

CURRENT ECONOMIC CONDITIONS

The global economy and financial markets have declined and experienced volatility due to uncertainties related to energy prices, availability of credit, difficulties in the banking and financial services sectors, the decline in the housing market, diminished market liquidity, falling consumer confidence and rising unemployment rates.  As a result, consumers are more cautious.  This led to reduced consumer spending, to consumers switching to a less expensive mix of products, and to consumers trading down to discounters for grocery items, all of which has affected and could continue to affect our sales growth and earnings.  In 2009, we experienced overall deflation, excluding fuel.  In this uncertain economy, it is difficult to forecast whether 2010 will be a period of inflation or deflation.  Food deflation could reduce sales growth and earnings, while food inflation, combined with reduced consumer spending, could reduce gross profit margins and earnings.  We are unable to predict when the global economy and financial markets will improve.  If the global economy and financial markets do not improve, or if they worsen, our results of operations and financial condition could be adversely affected.

5

WEATHER AND NATURAL DISASTERS

A large number of our stores and distribution facilities are geographically located in areas that are susceptible to hurricanes, tornadoes, floods, and earthquakes.  Weather conditions and natural disasters could disrupt our operations at one or more of our facilities; could interrupt the delivery of products to our stores; could substantially increase the cost of products, including supplies and materials; and could substantially increase the cost of energy needed to operate our facilities or deliver products to our facilities.  Although our geographic diversity minimizes the risk that a natural disaster will impair the operation of the Company as a whole, adverse weather and natural disasters could materially affect our financial condition, results of operations, or cash flows.

GOVERNMENT REGULATION

Our stores are subject to various laws, regulations, and administrative practices that affect our business. We must comply with numerous provisions regulating, among other things, health and sanitation standards, food labeling and safety, equal employment opportunity, minimum wages, and licensing for the sale of food, drugs, and alcoholic beverages. We cannot predict future laws, regulations, interpretations, administrative orders, or applications, or the effect they will have on our operations. They could, however, significantly increase the cost of doing business.  They also could require the reformulation of some of the products that we sell (or manufacture for sale to third parties) to meet new standards.  We also could be required to recall or discontinue the sale of products that cannot be reformulated.  These changes could result in additional record keeping, expanded documentation of the properties of certain products, expanded or different labeling, or scientific substantiation.  Any or all of these requirements could have an adverse effect on our results of operations and financial condition.

ITEM 1B.UNRESOLVED STAFF COMMENTS.

None.

6

ITEM 2.PROPERTIES.

As of January 30, 2010, the Company operated more than 3,500 owned or leased supermarkets, convenience stores, fine jewelry stores, distribution warehouses and food processing facilities through divisions, subsidiaries or affiliates. These facilities are located throughout the United States. A majority of the properties used to conduct the Company’s business are leased.

The Company generally owns store equipment, fixtures and leasehold improvements, as well as processing and manufacturing equipment. The total cost of the Company’s owned assets and capitalized leases, at January 30, 2010, was $25.7 billion while the accumulated depreciation was $11.7 billion.

Leased premises generally have base terms ranging from ten-to-twenty years with renewal options for additional periods. Some options provide the right to purchase the property after conclusion of the lease term. Store rentals are normally payable monthly at a stated amount or at a guaranteed minimum amount plus a percentage of sales over a stated dollar volume. Rentals for the distribution, manufacturing and miscellaneous facilities generally are payable monthly at stated amounts.  For additional information on lease obligations, see Note 8 to the Consolidated Financial Statements.

ITEM 3.LEGAL PROCEEDINGS.

On March 9, 2010, the Company filed an action (The Kroger Co., et al. v. Excentus Corporation, Case No. 1:10-cv-00161-SSB, in the United States District Court for the Southern District of Ohio, Western Division at Cincinnati) seeking a declaration that the Company’s actions related to fuel rewards programs do not infringe certain patents allegedly held by Excentus Corporation and that certain patents allegedly held by Excentus Corporation are invalid.  Shortly after the Company filed the action, also on March 9, 2010, Excentus Corporation filed an action against the Company (Excentus Corporation v. The Kroger Co., Case No. 3:10-cv-00483, in the United States District Court for the Northern District of Texas, Dallas Division) seeking to recover damages from the Company for its alleged infringement of patents claimed to be held by Excentus Corporation, and seeking with injunctive relief enjoining the Company from infringing the patents by reason of its actions related to fuel reward programs.  Although these lawsuits are subject to uncertainties inherent in the litigation process and have only recently been filed, based on the information available to the Company, management does not expect that the ultimate resolution of these matters will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

On October 6, 2006, the Company petitioned the U.S. Tax Court (In Re: Ralphs Grocery Company and Subsidiaries, formerly known as Ralphs Supermarkets, Inc., Docket No. 20364-06) for a redetermination of deficiencies set by the Commissioner of Internal Revenue.  The dispute at issue involves a 1992 transaction in which Ralphs Holding Company acquired the stock of Ralphs Grocery Company and made an election under Section 338(h)(10) of the Internal Revenue Code.  The Commissioner has determined that the acquisition of the stock was not a purchase as defined by Section 338(h)(3) of the Internal Revenue Code and that the acquisition does not qualify as a purchase.  The Company believes that it has strong arguments in favor of its position and believes it is more likely than not that its position will be sustained.  However, due to the inherent uncertainty involved in the litigation process, there can be no assurances that the Tax Court will rule in favor of the Company.  A decision on this case is expected within the next 12 months.  As of January 30, 2010, an adverse decision would require a cash payment of up to approximately $488 million, including interest. Any accounting implications of an adverse decision in this case would be charged through the statement of operations.

On February 2, 2004, the Attorney General for the State of California filed an action in Los Angeles federal court (California, ex rel Lockyer v. Safeway, Inc. dba Vons, a Safeway Company; Albertson’s, Inc. and Ralphs Grocery Company, a division of The Kroger Co., United States District Court Central District of California, Case No. CV04-0687) alleging that the Mutual Strike Assistance Agreement (the “Agreement”) between the Company, Albertson’s, Inc. and Safeway Inc. (collectively, the “Retailers”), which was designed to prevent the union from placing disproportionate pressure on one or more of the Retailers by picketing such Retailer(s) but not the other Retailer(s) during a labor dispute in southern California, violated Section 1 of the Sherman Act. The lawsuit seeks declarative and injunctive relief. On May 28, 2008, pursuant to a stipulation between the parties, the court entered a final judgment in favor of the defendants.  As a result of the stipulation and final judgment, there are no further claims to be litigated at the trial court level.  The Attorney General has appealed a trial court ruling to the Ninth Circuit Court of Appeals and the defendants are appealing a separate ruling.  Although this lawsuit is subject to uncertainties inherent in the litigation process, based on the information presently available to the Company, management does not expect that the ultimate resolution of this action will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

7

Various claims and lawsuits arising in the normal course of business, including suits charging violations of certain antitrust, wage and hour, or civil rights laws, as well as product liability cases, are pending against the Company.  Some of these suits purport or have been determined to be class actions and/or seek substantial damages. Any damages that may be awarded in antitrust cases will be automatically trebled. Although it is not possible at this time to evaluate the merits of all of these claims and lawsuits, nor their likelihood of success, the Company is of the belief that any resulting liability will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

The Company continually evaluates its exposure to loss contingencies arising from pending or threatened litigation and believes it has made provisions where it is reasonably possible to estimate and where an adverse outcome is probable.  Nonetheless, assessing and predicting the outcomes of these matters involve substantial uncertainties. It remains possible that despite management’s current belief, material differences in actual outcomes or changes in management’s evaluation or predictions could arise that could have a material adverse impact on the Company’s financial condition, results of operations, or cash flows.

ITEM 4. (REMOVED AND RESERVED).

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a)

COMMON STOCK PRICE RANGE

	2009				2008
Quarter	High		Low		High		Low
1st	$	23.01	$	19.39	$	28.13	$	23.39
2nd	$	23.63	$	20.51	$	30.99	$	25.86
3rd	$	24.80	$	20.13	$	29.91	$	22.30
4th	$	24.12	$	19.45	$	29.03	$	22.40

Main trading market: New York Stock Exchange (Symbol KR)

Number of shareholders of record at year-end 2009:41,307

Number of shareholders of record at March 26, 2010:40,478

During 2008, the Company paid one quarterly dividend of $0.075 and three quarterly dividends of $0.09.  During 2009, the Company paid three quarterly dividends of $0.09 and one quarterly dividend of $0.095.  On March 1, 2010, the Company paid a quarterly dividend of $0.095 per share.  On March 10, 2010, the Company announced that its Board of Directors has declared a quarterly dividend of $0.095 per share, payable on June 1, 2010, to shareholders of record at the close of business on May 14, 2010.

PERFORMANCE GRAPH

Set forth below is a line graph comparing the five-year cumulative total shareholder return on Kroger’s common stock, based on the market price of the common stock and assuming reinvestment of dividends, with the cumulative total return of companies in the Standard & Poor’s 500 Stock Index and a peer group composed of food and drug companies.

Historically, our peer group has consisted of the major food store companies.  In recent years there have been significant changes in the industry, including consolidation and increased competition from supercenters, drug chains, and discount stores.  As a result, several years ago we changed our peer group  to include companies operating supermarkets, supercenters and warehouse clubs in the United States as well as the major drug chains with which Kroger competes.  Last year, we changed our peer group (the “Peer Group”) once again to add Tesco plc, as it has become a competitor in the U.S. market.

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	BasePeriod	INDEXED RETURNSYears Ending
Company Name/Index	2004	2005	2006	2007	2008	2009
The Kroger Co.	100	107.71	151.31	153.71	134.81	130.01
S&P 500 Index	100	111.63	128.37	126.05	76.43	101.76
Peer Group	100	98.97	112.15	115.56	93.85	116.27

Kroger’s fiscal year ends on the Saturday closest to January 31.

*Total assumes $100 invested on January 30, 2005, in The Kroger Co., S&P 500 Index, and the Peer Group, with reinvestment of dividends.

**The Peer Group consists of Albertson’s, Inc., Costco Wholesale Corp., CVS Corp, Delhaize Group SA (ADR), Great Atlantic & Pacific Tea Company, Inc., Koninklijke Ahold NV (ADR), Marsh Supermarkets Inc. (Class A), Safeway, Inc., Supervalu Inc., Target Corp., Tesco plc, Wal-Mart Stores Inc., Walgreen Co., Whole Foods Market Inc. and Winn-Dixie Stores, Inc.  Albertson’s, Inc., was substantially acquired by Supervalu in July 2006, and is included through 2005.  Marsh Supermarkets was acquired by Marsh Supermarkets Holding Corp. in September 2006, and is included through 2005.  Winn-Dixie emerged from bankruptcy in 2006 as a new issue and returns for the old and new issue were calculated then weighted to determine the 2006 return.

Data supplied by Standard & Poor’s.

The foregoing Performance Graph will not be deemed incorporated by reference into any other filing, absent an express reference thereto.

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(c)

ISSUER PURCHASES OF EQUITY SECURITIES

Period (1)	Total Numberof SharesPurchased	AveragePrice PaidPer Share		Total Number ofSharesPurchased asPart of PubliclyAnnouncedPlans orPrograms (2)	Maximum DollarValue of Sharesthat May Yet BePurchased Underthe Plans orPrograms (3)(in millions)
First period - four weeks
November 8, 2009 to December 5, 2009	600,030	$	22.89	600,030	$	379
Second period - four weeks
December 6, 2009 to January 2, 2010	1,644,922	$	20.83	1,526,102	$	362
Third period — four weeks
January 3, 2010 to January 30, 2010	2,262,717	$	20.72	2,069,474	$	337
Total	4,507,669	$	21.05	4,195,606	$	337

(1)	The reported periods conform to the Company’s fiscal calendar composed of thirteen 28-day periods.  The fourth quarter of 2009 contained three 28-day periods.
(2)	Shares were repurchased under (i) a $1 billion stock repurchase program, authorized by the Board of Directors on January 18, 2008, and (ii) a program announced on December 6, 1999, to repurchase common stock to reduce dilution resulting from our employee stock option and long-term incentive plans, which program is limited to proceeds received from exercises of stock options and associated tax benefits. The programs have no expiration date but may be terminated by the Board of Directors at any time.  Total shares purchased include shares that were surrendered to the Company by participants in the Company’s long-term incentive plans to pay for taxes on restricted stock awards.
(3)	Amounts shown in this column reflect amounts remaining under the $1 billion stock repurchase program referenced in clause (i) of Note 2 above. Amounts to be repurchased under the program utilizing option exercise proceeds are dependent upon option exercise activity.

ITEM 6.SELECTED FINANCIAL DATA.

	Fiscal Years Ended
	January 30, 2010 (52 weeks)		January 31, 2009 (52 weeks)*		February 2, 2008 (52 weeks)*		February 3, 2007 (53 weeks)*		January 28, 2006 (52 weeks)*
	(In millions, except per share amounts)
Sales	$	76,733	$	76,148	$	70,336	$	66,166	$	60,589
Net earnings including noncontrolling interests	57		1,250		1,224		1,126		964
Net earnings attributable to The Kroger Co.	70		1,249		1,209		1,115		958
Net earnings attributable to The Kroger Co.per diluted common share	0.11		1.89		1.73		1.54		1.31
Total assets	23,093		23,257		22,339		21,210		20,478
Long-term liabilities, including obligations under capital leases and financing obligations	10,473		10,311		8,696		8,711		9,377
Total Shareowners’ equity — The Kroger Co.	4,832		5,205		4,942		4,923		4,390
Cash dividends per common share	0.365		0.345		0.29		0.195		—

*Certain prior year amounts have been revised or reclassified to conform to the current year presentation.  For further information, see note 1 to the Consolidated Financial Statements.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OUR BUSINESS

The Kroger Co. was founded in 1883 and incorporated in 1902. It is one of the nation’s largest retailers, as measured by revenue, operating 2,468 supermarket and multi-department stores under two dozen banners including Kroger, Ralphs, Fred Meyer, Food 4 Less, King Soopers, Smith’s, Fry’s, Fry’s Marketplace, Dillons, QFC and City Market.  Of these stores, 893 have fuel centers.  We also operate 777 convenience stores and 374 fine jewelry stores.

Kroger operates 40 manufacturing plants, primarily bakeries and dairies, which supply approximately 39% of the corporate brand units sold in our retail outlets.

Our revenues are earned and cash is generated as consumer products are sold to customers in our stores.  We earn income predominately by selling products at price levels that produce revenues in excess of the costs we incur to make these products available to our customers.  Such costs include procurement and distribution costs, facility occupancy and operational costs, and overhead expenses.  Our operations are reported as a single reportable segment: the retail sale of merchandise to individual customers.

OUR 2009 PERFORMANCE

By focusing on the customer through our Customer 1st strategy, we were able to report solid results in 2009 (excluding the non-cash asset impairment charges totaling $1.14 billion, pre-tax ($1.05 billion, after-tax), related to our division in southern California) during what continues to be a difficult operating environment.  In 2009, our identical supermarket sales increased 2.1%, excluding fuel.  Our 2009 earnings were $0.11 per diluted share or $1.71 per diluted share, excluding the non-cash asset impairment charges referred to above.  We did not achieve our original goals for identical supermarket sales growth of 3% to 4% and earnings per share of $2.00 to $2.05 per diluted share, as cautious consumers, significant deflation, and intense competition affected margins and sales growth.  Nonetheless, we strengthened our overall competitive position by increasing the number of households that are loyal to Kroger and we are earning a greater share of their business.  As a result, we continue to generate tonnage growth in both perishable and non-perishable categories that is among the strongest in the industry.  Sustainable identical sales and earnings growth remains one of our key long-term objectives.  We continue to widen the gap between our identical supermarkets sales growth trends and those of several of our competitors.  We believe this has extremely positive implications for our associates, customers and shareholders now and as we grow our business in the future.

Market share is an important part of our long-term strategy.  Market share is important to us because it allows us to leverage the fixed costs in our business over a wider revenue base.  Our fundamental operating philosophy is to maintain and increase market share.  Based on Nielsen Homescan Data, our estimated market share increased in total by approximately 60 basis points in 2009 across the 17 divisions in which we operate.  Nielsen Homescan Data includes scanned products across many retail channels, not including restaurants.  This information also indicates that our market share increased in 13 of the divisions, declined in three, and remained unchanged in one.  These market share results are consistent with our long-term strategy.

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RESULTS OF OPERATIONS

The following discussion summarizes our operating results for 2009 compared to 2008 and for 2008 compared to 2007.  Comparability is affected by  income and expense items that fluctuated significantly between and among the periods.

Net Earnings

Net earnings totaled $70 million for 2009, compared to net earnings totaling $1.2 billion in each of 2008 and 2007.  The net earnings for 2009 include non-cash asset impairment charges totaling $1.05 billion, after-tax, related to a division in southern California (the “non-cash impairment charges”).  The impairment primarily resulted from the write-off of the Ralphs division goodwill balance.  Excluding these impairment charges, adjusted net earnings for the year would have been $1.1 billion.  Additionally, the decrease in net earnings for 2009, compared to 2008, resulted from lower retail fuel margins and decreased operating profit, partially offset by a LIFO charge of $49 million pre-tax, compared to a LIFO charge of $196 million pre-tax in 2008.  2008 net earnings also included after-tax costs of $16 million from disruption and damage caused by Hurricane Ike.  The slight increase in our net earnings for 2008, compared to 2007, resulted from strong non-fuel identical supermarket sales growth and strong fuel results.

Management believes adjusted net earnings (and adjusted earnings per share) in 2009 are useful metrics to investors and analysts because impairment charges are non-recurring, non-cash charges that are not directly related to our day-to-day business.  We also excluded these charges from our incentive plan calculations for the year.

2009 earnings per diluted share totaled $0.11 and 2009 adjusted earnings per diluted share totaled $1.71, compared to $1.89 in 2008, or $1.91, excluding the $.02 per diluted share for costs for damage and disruption caused by Hurricane Ike, and $1.73 in 2007.  The decline in adjusted net earnings per share in 2009, compared to 2008, resulted from lower retail fuel margins and decreased operating profit, partially offset by lower LIFO charges and after-tax costs of $16 million from disruption and damage caused by Hurricane Ike in 2008.  Our earnings per share growth in 2008, compared to 2007, resulted from increased net earnings, strong identical sales growth and the repurchase of Kroger stock.

Sales

Total Sales

(in millions)

	2009		PercentageIncrease		2008		PercentageIncrease		2007
Total supermarket sales without fuel	$	65,649	2.9	%	$	63,795	6.1	%	$	60,142
Total supermarket fuel sales	6,671		(10.6	)%	7,464		30.0	%	5,741
Total supermarket sales	$	72,320	1.5	%	$	71,259	8.2	%	$	65,883
Other sales(1)	4,413		(9.7	)%	4,889		9.8	%	4,453
Total sales	$	76,733	0.8	%	$	76,148	8.3	%	$	70,336

(1)Other sales primarily relate to sales at convenience stores, including fuel, jewelry stores, sales by our manufacturing plants to outside customers, and variable interest entities.

The slight increase in total sales and the decrease in other sales and total supermarket fuel sales for 2009 compared to 2008 was attributable to the year-over-year decline in retail fuel prices.  The change in our total supermarket sales without fuel for 2009 over 2008 was primarily the result of increases in identical supermarket sales and retail square footage.  Identical supermarket sales, excluding fuel, increased due to increased transaction count offset partially by a lower average sale per shopping trip.

We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters.  Fuel center discounts received at our fuel centers and earned based on in-store purchases are included in all of the supermarket identical sales results calculations illustrated below.  Differences between total supermarket sales and identical supermarket sales primarily relate to changes in supermarket square footage.  Identical supermarket sales include all sales at identical Fred Meyer multi-department stores.  We calculate annualized identical supermarket sales by adding together four quarters of identical supermarket sales.  Our identical supermarket sales results are summarized in the table below, based on the 52-week period of 2009, compared to the 52-week period of the previous year.  The identical store count in the table below represents the total number of identical supermarkets as of January 30, 2010 and January 31, 2009.

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Identical Supermarket Sales

(dollars in millions)

	2009			2008
Including supermarket fuel centers	$	68,981		$	68,600
Excluding supermarket fuel centers	$	62,734		$	61,414
Including supermarket fuel centers	0.6		%	6.9		%
Excluding supermarket fuel centers	2.1		%	5.0		%
Identical 4th Quarter store count	2,325			2,369

We define a supermarket as comparable when it has been in operation for five full quarters, including expansions and relocations.  As is the case for identical supermarket sales, fuel center discounts received at our fuel centers and earned based on in-store purchases are included in all of the supermarket comparable sales results calculations illustrated below.  Comparable supermarket sales include all sales at comparable Fred Meyer multi-department stores.  We calculate annualized comparable supermarket sales by adding together four quarters of comparable sales.  Our annualized comparable supermarket sales results are summarized in the table below, based on the 52-week period of 2009, compared to the same 52-week period of the previous year.  The comparable store count in the table below represents the total number of comparable supermarkets as of January 30, 2010 and January 31, 2009.

Comparable Supermarket Sales

(dollars in millions)

	2009			2008
Including supermarket fuel centers	$	71,346		$	70,722
Excluding supermarket fuel centers	$	64,838		$	63,280
Including supermarket fuel centers	0.9		%	7.2		%
Excluding supermarket fuel centers	2.5		%	5.3		%
Comparable 4th Quarter store count	2,386			2,444

FIFO Gross Margin

We calculate First-In, First-Out (“FIFO”) Gross Margin as sales minus merchandise costs, including advertising, warehousing and transportation, but excluding the Last-In, First-Out (“LIFO”) charge.  Merchandise costs exclude depreciation and rent expense. FIFO gross margin is an important measure used by management to evaluate merchandising and operational effectiveness.

Our FIFO gross margin rates, as a percentage of sales, were 23.23% in 2009, 23.38% in 2008 and 23.86% in 2007.  Our retail fuel sales reduce our FIFO gross margin rate due to the very low FIFO gross margin on retail fuel sales as compared to non-fuel sales.  Excluding the effect of retail fuel operations, our FIFO gross margin rates decreased 58 basis points in 2009 and 19 basis points in 2008.  The decrease in our non-fuel FIFO gross margin rate since 2007 reflects our continued investments in our Customer 1st strategy.  In addition, FIFO gross margin in 2009, compared to 2008, decreased due to heightened competitive activity and deflation, partially offset by improvements in shrink, advertising, and warehousing and transportation expenses, as a percentage of sales.

LIFO Charge

The LIFO charge was $49 million in 2009, $196 million in 2008 and $108 million in 2007.  The LIFO charge in 2009, compared to 2008, decreased primarily due to a decrease in annualized product cost inflation for those categories of inventory on the LIFO method of valuation for 2009 compared to 2008.  The last three quarters of 2009 experienced product cost deflation, excluding fuel.  In 2009, our LIFO charge primarily resulted from product cost inflation related to tobacco products and pharmacy.  An increase in product cost inflation caused the increase in the LIFO charge in 2008, compared to 2007.

We revised our 2007 LIFO charge by $46 million pre-tax ($29 million after-tax).  This revision was made to account for certain promotional allowances in our LIFO indices in 2007.  We believe this adjustment is not material to any individual year or any quarterly period within such years presented.  See footnote 1 to our Consolidated Financial Statements for more information.

Operating, General and Administrative Expenses

Operating, general and administrative (“OG&A”) expenses consist primarily of employee-related costs such as wages, health care benefit costs and retirement plan costs, utilities and credit card fees.  Rent expense, depreciation and amortization expense, and interest expense are not included in OG&A.

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OG&A expenses, as a percentage of sales, were 17.46% in 2009, 17.14% in 2008 and 17.44% in 2007.  The growth in our retail fuel sales reduces our OG&A rate due to the very low OG&A rate on retail fuel sales as compared to non-fuel sales.  OG&A expenses, as a percentage of sales excluding fuel, decreased 3 basis points in 2009, compared to 2008.  OG&A expenses, as a percentage of sales excluding fuel and the effect of Hurricane Ike in 2008, decreased 3 basis points in 2008, compared to 2007.  The 2009 decrease, compared to 2008, resulted primarily from increased supermarket identical sales growth, a reduction in bag expense, lower incentive compensation, and reduced utility costs.  These improvements were partially offset by increases in credit card fees, health care costs, and wages.  Wage expenses have increased due to increased hours worked and lower employee turnover, in the current economic environment, which has resulted in increased average hourly wages.  The decrease in our OG&A rate in 2008, excluding the effect of retail fuel and the effect of Hurricane Ike in 2008, compared to 2007, was primarily the result of increased identical supermarkets sales growth and a settlement received from credit card processers, partially offset by  increases in credit card fees and health care costs.

Rent Expense

Rent expense was $648 million in 2009, as compared to $659 million in 2008 and $643 million in 2007.  Rent expense, as a percentage of sales, was 0.84% in 2009, as compared to 0.87% in 2008 and 0.91% in 2007.  The decrease in rent expense, as a percentage of sales, reflects our continued emphasis on owning rather than leasing, whenever possible.

Depreciation and Amortization Expense

Depreciation and amortization expense was $1.5 billion in 2009 and $1.4 billion in 2008 and 2007.  The increase in depreciation and amortization expense in 2009, compared to 2008 and 2007, was the result of additional depreciation on capital expenditures, including prior acquisitions and the prior purchase of leased facilities, totaling $2.4 billion in 2009, $2.2 billion in 2008 and $2.1 billion in 2007.  Depreciation and amortization expense, as a percentage of sales, was 1.99% in 2009, 1.89% in 2008 and 1.93% in 2007.  The increase in our depreciation and amortization expense in 2009, compared to 2008, as a percentage of sales, is primarily due to increased depreciation expense, and a slower growth rate in sales due to heightened competitive activity, deflation and year-over-year decline in retail fuel prices.  The decrease in depreciation and amortization expense in 2008, compared to 2007, as a percentage of sales, is primarily the result of increasing sales.

Interest Expense

Net interest expense totaled $502 million in 2009, $485 million in 2008 and $474 million in 2007.  The increase in interest expense in 2009, compared to 2008, resulted primarily from a higher weighted average interest rate and a reduction in interest income, offset partially by our benefit from interest rate swaps.  The increase in interest expense in 2008, compared to 2007, was primarily the result of an increase in the average total debt balance for the year, partially offset by interest income related to the mark-to-market of ineffective fair value swaps.

Income Taxes

Our effective income tax rate was 90.4% in 2009, 36.5% in 2008 and 35.2% in 2007.  The 2009 effective income tax rate differed from the federal statutory rate primarily due to the goodwill impairment charge being mostly non-deductible for tax purposes.  Excluding the non-cash impairment charges, our effective rate in 2009 was 35.8%.  The 2008 and 2007 effective tax rates differed from the federal statutory rate primarily due to the effect of state income taxes.  In addition, the effective tax rates for 2009 and 2007 differ from the expected federal statutory rate due to the resolution of some tax issues with the taxing authorities.

COMMON STOCK REPURCHASE PROGRAM

We maintain stock repurchase programs that comply with Securities Exchange Act Rule 10b5-1 and allow for the orderly repurchase of our common stock, from time to time.  We made open market purchases of Kroger stock totaling $156 million in 2009, $448 million in 2008 and $1.2 billion in 2007 under these repurchase programs.  In addition to these repurchase programs, in December 1999 we began a program to repurchase common stock to reduce dilution resulting from our employee stock option plans.  This program is solely funded by proceeds from stock option exercises, and the tax benefit from these exercises.  We repurchased approximately $62 million in 2009, $189 million in 2008 and $270 million in 2007 of Kroger stock under the stock option program.

In 2009 and 2008, to preserve liquidity and financial flexibility, we reduced the amount of stock repurchased during the year, decreasing the cash used for stock purchases in 2009 and 2008, compared to 2007.

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CAPITAL EXPENDITURES

Capital expenditures, including changes in construction-in-progress payables and excluding acquisitions and the purchase of leased facilities, totaled $2.2 billion in 2009 compared to $2.1 billion in 2008 and 2007.  The increase in capital spending in 2009 compared to 2008 and 2007 was the result of increasing our focus on merchandising and productivity projects.  During 2009, capital expenditures for the purchase of leased facilities totaled $164 million compared to $27 million for 2008.  This increase was due to Kroger purchasing several previously leased retail stores, one office building and one distribution center at very attractive rates during 2009.  The table below shows our supermarket storing activity and our total food store square footage:

Supermarket Storing Activity

	2009		2008		2007
Beginning of year	2,481		2,486		2,468
Opened	14		21		23
Opened (relocation)	9		14		9
Acquired	—		6		38
Acquired (relocation)	1		3		1
Closed (operational)	(27	)	(32	)	(43	)
Closed (relocation)	(10	)	(17	)	(10	)
End of year	2,468		2,481		2,486
Total food store square footage (in millions)	148		147		145

CRITICAL ACCOUNTING POLICIES

We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner.  Our significant accounting policies are summarized in Note 1 to the Consolidated Financial Statements.

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosures of contingent assets and liabilities.  We base our estimates on historical experience and other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results could differ from those estimates.

We believe that the following accounting policies are the most critical in the preparation of our financial statements because they involve the most difficult, subjective or complex judgments about the effect of matters that are inherently uncertain.

Self-Insurance Costs

We primarily are self-insured for costs related to workers’ compensation and general liability claims.  The liabilities represent our best estimate, using generally accepted actuarial reserving methods, of the ultimate obligations for reported claims plus those incurred but not reported for all claims incurred through January 30, 2010.  We establish case reserves for reported claims using case-basis evaluation of the underlying claim data and we update as information becomes known.

For both workers’ compensation and general liability claims, we have purchased stop-loss coverage to limit our exposure to any significant exposure on a per claim basis.  We are insured for covered costs in excess of these per claim limits.  We account for the liabilities for workers’ compensation claims on a present value basis utilizing a risk-adjusted discount rate.  A 25 basis point decrease in our discount rate would increase our liability by approximately $5 million.  General liability claims are not discounted.

We are also similarly self-insured for property-related losses.  We have purchased stop-loss coverage to limit our exposure to losses in excess of $25 million on a per claim basis, except in the case of an earthquake, for which stop-loss coverage is in excess of $50 million per claim, up to $200 million per claim in California and $300 million outside of California.

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The assumptions underlying the ultimate costs of existing claim losses are subject to a high degree of unpredictability, which can affect the liability recorded for such claims.  For example, variability in inflation rates of health care costs inherent in these claims can affect the amounts realized.  Similarly, changes in legal trends and interpretations, as well as a change in the nature and method of how claims are settled can affect ultimate costs.  Our estimates of liabilities incurred do not anticipate significant changes in historical trends for these variables, and any changes could have a considerable effect on future claim costs and currently recorded liabilities.

Impairments of Long-Lived Assets

We monitor the carrying value of long-lived assets for potential impairment each quarter based on whether certain trigger events have occurred.  These events include current period losses combined with a history of losses or a projection of continuing losses or a significant decrease in the market value of an asset.  When a trigger event occurs, we perform an impairment calculation, comparing projected undiscounted cash flows, utilizing current cash flow information and expected growth rates related to specific stores, to the carrying value for those stores.  If we identify impairment for long-lived assets to be held and used, we compare the assets’ current carrying value to the assets’ fair value.  Fair value is determined based on market values or discounted future cash flows.  We record impairment when the carrying value exceeds fair market value.  With respect to owned property and equipment held for disposal, we adjust the value of the property and equipment to reflect recoverable values based on our previous efforts to dispose of similar assets and current economic conditions.  We recognize impairment for the excess of the carrying value over the estimated fair market value, reduced by estimated direct costs of disposal.  We recorded asset impairments in the normal course of business totaling $48 million in 2009, $26 million in 2008 and $24 million in 2007.  Included in the 2009 amount are asset impairments recorded totaling $24 million for a southern California reporting unit.  We record costs to reduce the carrying value of long-lived assets in the Consolidated Statements of Operations as “Operating, general and administrative” expense.

The factors that most significantly affect the impairment calculation are our estimates of future cash flows.  Our cash flow projections look several years into the future and include assumptions on variables such as inflation, the economy and market competition.  Application of alternative assumptions and definitions, such as reviewing long-lived assets for impairment at a different level, could produce significantly different results.

Goodwill

Our goodwill totaled $1.2 billion as of January 30, 2010.  We review goodwill for impairment in the fourth quarter of each year, and also upon the occurrence of triggering events.  We perform reviews of each of our operating divisions and variable interest entities with goodwill balances.  Fair value is determined using a multiple of earnings, or discounted projected future cash flows, and we compare fair value to the carrying value of a reporting unit for purposes of identifying potential impairment.  We base projected future cash flows on management’s knowledge of the current operating environment and expectations for the future.  If we identify potential for impairment, we measure the fair value of a division against the fair value of its underlying assets and liabilities, excluding goodwill, to estimate an implied fair value of the division’s goodwill.  We recognize goodwill impairment for any excess of the carrying value of the division’s goodwill over the implied fair value.

In the third quarter of 2009, our operating performance suffered due to persistent deflation and intense competition.  Based on our revised forecast, during the third quarter of 2009, and the initial results of our 2010 annual budget process for the supermarket reporting units, management believed that there were circumstances evident to warrant impairment testing at these reporting units.  We did not test for impairment our variable interest entities with recorded goodwill balances as no triggering event occurred.  The Ralphs reporting unit in Southern California was the only reporting unit for which there was a potential impairment.  The operating performance of the Ralphs reporting unit was significantly affected by economic conditions and responses to competitive actions in Southern California.  As a result of this decline in current and future expected cash flows, along with comparable fair value information, management concluded that the carrying value of goodwill for the Ralphs reporting unit exceeded its implied fair value, resulting in an  impairment charge.  Subsequent to the impairment, no goodwill remains at the Ralphs reporting unit.  Management used an equal weighting of discounted cash flows and a sales-weighted EBITDA multiple to estimate fair value.  The discounted cash flows assume long-term sales growth rates comparable to historical performances and a discount rate of 11%.  In addition, the EBITDA multiples observed in the marketplace declined since those used in the January 31, 2009 assessment.  We performed our annual assessment in the fourth quarter for all supermarket and Variable Interest Entity (“VIE”) reporting units with goodwill balances.  Based on current and future expected cash flows, we believe additional goodwill impairments are not reasonably possible.  A 10% reduction in fair value of our reporting units would not indicate a potential for impairment of our remaining goodwill balance, except for one supermarket reporting unit and one VIE reporting unit with recorded goodwill of $19 million and $102 million, respectively.

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For additional information relating to our results of the goodwill impairment reviews performed during 2009, 2008 and 2007 see Note 2 to the Consolidated Financial Statements.

The impairment review requires the extensive use of management judgment and financial estimates. Application of alternative estimates and assumptions, such as reviewing goodwill for impairment at a different level, could produce significantly different results.  The cash flow projections embedded in our goodwill impairment reviews can be affected by several factors such as inflation, business valuations in the market, the economy and market competition.

Store Closing Costs

We provide for closed store liabilities on the basis of the present value of the estimated remaining noncancellable lease payments after the closing date, net of estimated subtenant income.  We estimate the net lease liabilities using a discount rate to calculate the present value of the remaining net rent payments on closed stores.  We usually pay closed store lease liabilities over the lease terms associated with the closed stores, which generally have remaining terms ranging from one to 20 years.  Adjustments to closed store liabilities primarily relate to changes in subtenant income and actual exit costs differing from original estimates.  We make adjustments for changes in estimates in the period in which the change becomes known.  We review store closing liabilities quarterly to ensure that any accrued amount that is not a sufficient estimate of future costs, or that no longer is needed for its originally intended purpose, is adjusted to earnings in the proper period.

We estimate subtenant income, future cash flows and asset recovery values based on our experience and knowledge of the market in which the closed store is located, our previous efforts to dispose of similar assets and current economic conditions.  The ultimate cost of the disposition of the leases and the related assets is affected by current real estate markets, inflation rates and general economic conditions.

We reduce owned stores held for disposal to their estimated net realizable value.  We account for costs to reduce the carrying values of property, equipment and leasehold improvements in accordance with our policy on impairment of long-lived assets.  We classify inventory write-downs in connection with store closings, if any, in “Merchandise costs.”  We expense costs to transfer inventory and equipment from closed stores as they are incurred.

Post-Retirement Benefit Plans

(a) Company-sponsored defined benefit Pension Plans

We account for our defined benefit pension plans using the recognition and disclosure provisions of GAAP, which require the recognition of the funded status of retirement plans on the Consolidated Balance Sheet.  We record, as a component of Accumulated Other Comprehensive Income (“AOCI”), actuarial gains or losses, prior service costs or credits and transition obligations that have not yet been recognized.  We adopted the measurement date provisions of GAAP effective February 3, 2008.  The majority of our pension and postretirement plans previously used a December 31 measurement date.  All plans are measured as of our fiscal year end.  The non-cash effect of the adoption of the measurement date provisions of GAAP decreased shareowners’ equity by approximately $5 million ($3 million after-tax) and increased long-term liabilities by approximately $5 million.  There was no effect on our results of operations.

The determination of our obligation and expense for Company-sponsored pension plans and other post-retirement benefits is dependent upon our selection of assumptions used by actuaries in calculating those amounts.  Those assumptions are described in Note 13 to the Consolidated Financial Statements and include, among others, the discount rate, the expected long-term rate of return on plan assets, average life expectancy and the rate of increases in compensation and health care costs.  Actual results that differ from our assumptions are accumulated and amortized over future periods and, therefore, generally affect our recognized expense and recorded obligation in future periods.  While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions, including the discount rate used and the expected return on plan assets, may materially affect our pension and other post-retirement obligations and our future expense.  Note 13 to the Consolidated Financial Statements discusses the effect of a 1% change in the assumed health care cost trend rate on other post-retirement benefit costs and the related liability.

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The objective of our discount rate assumptions was intended to reflect the rates at which the pension benefits could be effectively settled.  In making this determination, we take into account the timing and amount of benefits that would be available under the plans. Our methodology for selecting the discount rates as of year-end 2009 was to match the plan’s cash flows to that of a yield curve that provides the equivalent yields on zero-coupon corporate bonds for each maturity.  Benefit cash flows due in a particular year can theoretically be “settled” by “investing” them in the zero-coupon bond that matures in the same year.  The discount rates are the single rates that produce the same present value of cash flows.  The selection of the 6.00% and 5.80% discount rates as of year-end 2009 for pension and other benefits, respectively, represent the equivalent single rates constructed under a broad-market AA yield curve.  We utilized a discount rate of 7.00% for year-end 2008 for both pension and other benefits.  A 100 basis point increase in the discount rate would decrease the projected pension benefit obligation as of January 30, 2010, by approximately $317 million.

To determine the expected return on pension plan assets, we consider current and forecasted plan asset allocations as well as historical and forecasted returns on various asset categories.  For 2009 and 2008, we assumed a pension plan investment return rate of 8.5%.  Our pension plan’s average return was 5.9% for the 10 calendar years ended December 31, 2009, net of all investment management fees and expenses.  The value of all investments in our Company-sponsored defined benefit pension plans during the calendar year ending December 31, 2009, net of investment management fees and expenses, increased 23.8%, primarily due to the strength of the market in 2009.  We believe our 8.5% pension return assumption is appropriate.  For the past 20 years, our average annual return has been 10.0%.  The average annual return for the S&P 500 over the same period of time has been 9.3%.  In addition, forward looking assumptions for investments made in a manner consistent with our target allocations indicate an 8.5% return assumption is reasonable.  See Note 13 to the Consolidated Financial Statements for more information on the asset allocations of pension plan assets.

Sensitivity to changes in the major assumptions used in the calculation of Kroger’s pension plan liabilities for the qualified plans is illustrated below (in millions).

	PercentagePoint Change		Projected BenefitObligationDecrease/(Increase)			ExpenseDecrease/(Increase)
Discount Rate	+/- 1.0	%	$	317/($383	)	$	11/($29	)
Expected Return on Assets	+/- 1.0	%	—			$	23/($23	)

We contributed $265 million in 2009, $20 million in 2008 and $52 million in 2007 to our Company-sponsored defined benefit pension plans.  Although we are not required to make cash contributions to Company-sponsored defined benefit pension plans during 2010, we expect to contribute approximately $110 million to these plans in 2010.  Additional contributions may be made if required under the Pension Protection Act to avoid any benefit restrictions.  We expect any elective contributions made during 2010 will decrease our required contributions in future years.  Among other things, investment performance of plan assets, the interest rates required to be used to calculate the pension obligations, and future changes in legislation, will determine the amounts of any additional contributions.

We contributed and expensed $115 million in 2009, $92 million in 2008 and $90 million in 2007 to employee 401(k) retirement savings accounts.  The 401(k) retirement savings account plan provides to eligible employees both matching contributions and automatic contributions from the Company based on participant contributions, plan compensation, and length of service.

(b) Multi-Employer Plans

We also contribute to various multi-employer pension plans based on obligations arising from most of our collective bargaining agreements.  These plans provide retirement benefits to participants based on their service to contributing employers.  The benefits are paid from assets held in trust for that purpose.  Trustees are appointed in equal number by employers and unions.  The trustees typically are responsible for determining the level of benefits to be provided to participants as well as for such matters as the investment of the assets and the administration of the plans.

We recognize expense in connection with these plans as contributions are funded, in accordance with GAAP.  We made contributions to these plans, and recognized expense, of $233 million in 2009, $219 million in 2008 and $207 million in 2007.

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Based on the most recent information available to us, we believe that the present value of actuarially accrued liabilities in most or all of these multi-employer plans substantially exceeds the value of the assets held in trust to pay benefits.  We have attempted to estimate the amount by which these liabilities exceed the assets, (i.e., the amount of underfunding), as of December 31, 2009.  Because Kroger is only one of a number of employers contributing to these plans, we also have attempted to estimate the ratio of Kroger’s contributions to the total of all contributions to these plans in a year as a way of assessing Kroger’s “share” of the underfunding.  Nonetheless, the underfunding is not a direct obligation or liability of Kroger or of any employer.  As of December 31, 2009, we estimate that Kroger’s share of the underfunding of multi-employer plans to which Kroger contributes was $2.7 billion, pre-tax, or $1.7 billion, after-tax.  This represents a decrease in the estimated amount of underfunding of $380 million, pre-tax, or $238 million, after-tax, as of December 31, 2009, compared to December 31, 2008.  The decrease in the amount of underfunding is attributable to the strength of the market during the last year and benefit reductions.  Our estimate is based on the most current information available to us including actuarial evaluations and other data (that include the estimates of others), and such information may be outdated or otherwise unreliable.  Our estimate is imprecise and not necessarily reliable.

We have made and disclosed this estimate not because this underfunding is a direct liability of Kroger.  Rather, we believe the underfunding is likely to have important consequences.  In 2009, our contributions to these plans increased approximately 6% over the prior year and have grown at a compound annual rate of approximately 6% since 2004.  In 2010, we expect to contribute approximately $250 million to our multi-employer pension plans, subject to collective bargaining and capital market conditions.  Based on current market conditions, we expect meaningful increases in funding and in expense as a result of increases in multi-employer pension plan contributions over the next five years, but we believe it is unlikely that contributions will double during that period, which is a change from our estimate at year-end 2008.   Finally, underfunding means that, in the event we were to exit certain markets or otherwise cease making contributions to these funds, we could trigger a substantial withdrawal liability. Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably estimated, in accordance with GAAP.

The amount of underfunding described above is an estimate and could change based on contract negotiations, returns on the assets held in the multi-employer plans and benefit payments.  The amount could decline, and Kroger’s future expense would be favorably affected, if the values of the assets held in the trust significantly increase or if further changes occur through collective bargaining, trustee action or favorable legislation.  On the other hand, Kroger’s share of the underfunding could increase and Kroger’s future expense could be adversely affected if the asset values decline, if employers currently contributing to these funds cease participation or if changes occur through collective bargaining, trustee action or adverse legislation.

Deferred Rent

We recognize rent holidays, including the time period during which we have access to the property for construction of buildings or improvements, as well as construction allowances and escalating rent provisions on a straight-line basis over the term of the lease.  The deferred amount is included in Other Current Liabilities and Other Long-Term Liabilities on the Consolidated Balance Sheets.

Uncertain Tax Positions

Effective February 4, 2007, we adopted new standards for accounting for uncertainty in income taxes.  These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  These standards also provide guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Various taxing authorities periodically audit our income tax returns.  These audits include questions regarding our tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions.  In evaluating the exposures connected with these various tax filing positions, including state and local taxes, we record allowances for probable exposures.  A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved.  As of January 30, 2010, the most recent examination concluded by the Internal Revenue Service covered the years 2002 through 2004.

The assessment of our tax position relies on the judgment of management to estimate the exposures associated with its various filing positions.

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Share-Based Compensation Expense

We account for stock options under the fair value recognition provisions of GAAP.  Under this method, we recognize compensation expense for all share-based payments granted after January 29, 2006, as well as all share-based payments granted prior to, but not yet vested as of, January 29, 2006.  We recognize share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award.  In addition, we record expense for restricted stock awards in an amount equal to the fair market value of the underlying stock on the grant date of the award, over the period the award restrictions lapse.

Inventories

Inventories are stated at the lower of cost (principally on a LIFO basis) or market.  In total, approximately 97% in 2009 and 98% in 2008 of inventories were valued using the LIFO method. Cost for the balance of the inventories was determined using the FIFO method.  Replacement cost was higher than the carrying amount by $803 million at January 30, 2010, and by $754 million at January 31, 2009.  We follow the Link-Chain, Dollar-Value LIFO method for purposes of calculating our LIFO charge or credit.

We follow the item-cost method of accounting to determine inventory cost before the LIFO adjustment for substantially all store inventories at our supermarket divisions.  This method involves counting each item in inventory, assigning costs to each of these items based on the actual purchase costs (net of vendor allowances and cash discounts) of each item and recording the cost of items sold.  The item-cost method of accounting allows for more accurate reporting of periodic inventory balances and enables management to more precisely manage inventory and purchasing levels when compared to the methodology followed under the retail method of accounting.

We evaluate inventory shortages throughout the year based on actual physical counts in our facilities.  We record allowances for inventory shortages based on the results of recent physical counts to provide for estimated shortages from the last physical count to the financial statement date.

Vendor Allowances

We recognize all vendor allowances as a reduction in merchandise costs when the related product is sold.  In most cases, vendor allowances are applied to the related product cost by item, and therefore reduce the carrying value of inventory by item.  When it is not practicable to allocate vendor allowances to the product by item, we recognize vendor allowances as a reduction in merchandise costs based on inventory turns and as the product is sold.   We recognized approximately $5.4 billion in 2009, $5.0 billion in 2008 and $5.1 billion in 2007 of vendor allowances as a reduction in merchandise costs.  All years presented now include amounts for certain vendor allowances related to directed store deliveries.  We recognized approximately 94% of all vendor allowances in the item cost with the remainder being based on inventory turns.

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LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Information

Net cash provided by operating activities

We generated $2.9 billion of cash from operations in 2009 and 2008 compared to $2.6 billion in 2007.  The cash provided by operating activities came from net earnings including noncontrolling interests adjusted primarily for non-cash expenses of depreciation and amortization, goodwill impairment charge, and changes in our operating assets and liabilities.  We realized an increase in cash of $6 million in 2009 and decreases in cash of $412 million in 2008 and $179 million in 2007 from changes in operating assets and liabilities.  The increase in the change in operating assets and liabilities in 2009, compared to 2008, is primarily due to an increase in the changes of income taxes receivable and payable, accounts payable and inventories, offset partially by decreases in the changes of deposits in-transit and prepaid expenses.  The decrease in the change in operating assets and liabilities in 2008, compared to 2007, is primarily due to a decrease in the change in income taxes receivable and payable.  These amounts are also net of cash contributions to our Company-sponsored defined benefit pension plans totaling $265 million in 2009, $20 million in 2008 and $51 million in 2007.

The amount of cash paid for income taxes decreased in 2009, compared to 2008 and 2007, because we applied our 2008 overpayment of income taxes to current year taxes.  The 2008 overpayment resulted primarily from accounting method changes related to asset capitalization.

Net cash used by investing activities

Cash used by investing activities was $2.3 billion in 2009, compared to $2.2 billion in 2008 and 2007.  The amount of cash used by investing activities increased in 2009, compared to 2008, due primarily to higher capital spending, partially offset by decreased payments for acquisitions.  Our use of cash for investing activities was consistent in 2008, compared to 2007.  Capital expenditures, including changes in construction-in-progress payables and excluding acquisitions, were $2.3 billion in 2009, $2.2 billion in 2008 and $2.1 billion in 2007.  Refer to the Capital Expenditures section for an overview of our supermarket storing activity during the last three years.

Net cash used by financing activities

Financing activities used $434 million of cash in 2009 compared to $769 million in 2008 and $310 million in 2007.  The decrease in the amount of cash used for financing activities in 2009, compared to 2008, was primarily related to the decrease in the amount of treasury stock purchased and payments on long-term debt and our credit facility, offset by decreased proceeds from the issuance of long-term debt and capital stock. The increase in the amount of cash used in 2008, compared to 2007, was primarily a result of payments on long term-debt and the bank revolver, offset by decreased stock repurchases.  We repurchased $218 million of Kroger stock in 2009 compared to $637 million in 2008 and $1.4 billion in 2007.  We paid dividends totaling $238 million in 2009, $227 million in 2008 and $202 million in 2007.

Debt Management

Total debt, including both the current and long-term portions of capital leases and lease-financing obligations, decreased $7 million to $8.1 billion as of year-end 2009, compared to year-end 2008.  The decrease in 2009, compared to 2008, resulted from the issuance of $500 million of senior notes bearing an interest rate of 3.90%, offset by payment at maturity of our $350 million of senior notes bearing an interest rate of 7.25%, decreased outstanding commercial paper and payments on our money market lines.  Total debt decreased $59 million to $8.1 billion as of year-end 2008, compared to year-end 2007.  The decrease in 2008, compared to 2007, resulted from the issuance of $400 million of senior notes bearing an interest rate of 5.00%, $375 million of senior notes bearing an interest rate of 6.90% and $600 million of senior notes bearing an interest rate of 7.50%, offset by decreased commercial paper, the payments on the bank revolver, the repayment of $200 million of senior notes bearing an interest rate of 6.375% and $750 million of senior notes bearing an interest rate of 7.45% that came due in 2008.

Our total debt balances were also affected by our prefunding of employee benefit costs and by the mark-to-market adjustments necessary to record fair value interest rate hedges on our fixed rate debt.  We had prefunded employee benefit costs of $300 million in each of the three years ended 2009, 2008 and 2007.  The mark-to-market adjustments increased the carrying value of our debt by $57 million in 2009 and $45 million in 2008.

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Factors Affecting Liquidity

We can currently borrow on a daily basis approximately $1 billion under our A2/P2/F2 rated commercial paper (“CP”) program.  At January 30, 2010, we did not have any CP borrowings outstanding.  CP borrowings are backed by our credit facility, and reduce the amount we can borrow under the credit facility.  If our credit rating declines below its current level of BBB/ Baa2/BBB, the ability to borrow under our current CP program could be adversely affected for a period of time immediately following the reduction of our credit rating and lower the amount we are able to borrow on a daily basis under our CP program.  This could require us to borrow additional funds under the credit facility, under which we believe we have sufficient capacity.  However, in the event of a ratings decline, we do not anticipate that our borrowing capacity under our CP program would be any lower than $400 million on a daily basis.  Although our ability to borrow under the credit facility is not affected by our credit rating, the interest cost on borrowings under the credit facility could be affected by a decrease in our credit rating or a decrease in our Applicable Percentage Ratio.

Our credit facility also requires the maintenance of a Leverage Ratio and a Fixed Charge Coverage Ratio (our “financial covenants”).  A failure to maintain our financial covenants would impair our ability to borrow under the credit facility. These financial covenants and ratios are described below:

·Our Applicable Percentage Ratio (the ratio of Consolidated EBITDA to Consolidated Total Interest Expense, as defined in the credit facility) was 7.69 to 1 as of January 30, 2010.  Our current borrowing rates are determined from the better of  our Applicable Percentage Ratio or our credit ratings as defined by the credit facility.

·Our Leverage Ratio (the ratio of Net Debt to Consolidated EBITDA, as defined in the credit facility) was 2.22 to 1 as of January 30, 2010.  If this ratio exceeded 3.50 to 1, we would be in default of our credit facility and our ability to borrow under the facility would be impaired.

·Our Fixed Charge Coverage Ratio (the ratio of Consolidated EBITDA plus Consolidated Rental Expense to Consolidated Cash Interest Expense plus Consolidated Rental Expense, as defined in the credit facility) was 3.82 to 1 as of January 30, 2010.  If this ratio fell below 1.70 to 1, we would be in default of our credit facility and our ability to borrow under the facility would be impaired.

Consolidated EBITDA, as defined in our credit facility, includes an adjustment for unusual gains and losses including our non-cash asset impairment charge related to goodwill in 2009.  Our credit agreement is more fully described in Note 5 to the Consolidated Financial Statements.  We were in compliance with our financial covenants at year-end 2009.

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The tables below illustrate our significant contractual obligations and other commercial commitments, based on year of maturity or settlement, as of January 30, 2010 (in millions of dollars):

	2010		2011		2012		2013		2014		Thereafter		Total
Contractual Obligations (1) (2)
Long-term debt(3)	$	549	$	513	$	933	$	1,514	$	312	$	3,755	$	7,576
Interest on long-term debt (4)	497		446		377		313		257		2,217		4,107
Capital lease obligations	54		59		49		47		43		221		473
Operating lease obligations	764		705		652		600		546		3,692		6,959
Low-income housing obligations	5		2		2		—		—		—		9
Financed lease obligations	14		14		14		14		14		165		235
Self-insurance liability (5)	182		115		75		48		29		36		485
Construction commitments	184		—		—		—		—		—		184
Purchase obligations	457		78		53		42		20		32		682
Total	$	2,706	$	1,932	$	2,155	$	2,578	$	1,221	$	10,118	$	20,710
Other Commercial Commitments
Standby letters of credit	$	323	$	—	$	—	$	—	$	—	$	—	$	323
Surety bonds	204		—		—		—		—		—		204
Guarantees	23		—		—		—		—		—		23
Total	$	550	$	—	$	—	$	—	$	—	$	—	$	550

(1)	The contractual obligations table excludes funding of pension and other postretirement benefit obligations, which totaled approximately $289 million in 2009. This table also excludes contributions under various multi-employer pension plans, which totaled $233 million in 2009.
(2)	We adopted new standards for accounting for uncertainty in income taxes on February 4, 2007. See Note 4 to our Consolidated Financial Statements for information regarding this adoption. The liability related to unrecognized tax benefits has been excluded from the contractual obligations table because a reasonable estimate of the timing of future tax settlements cannot be determined.
(3)	We did not have any borrowings under our credit facility as of January 30, 2010.
(4)	Amounts include contractual interest payments using the interest rate as of January 30, 2010, and stated fixed and swapped interest rates, if applicable, for all other debt instruments.
(5)	The amounts included in the contractual obligations table for self-insurance liability have been stated on a present value basis.

Our construction commitments include funds owed to third parties for projects currently under construction.  These amounts are reflected in other current liabilities in our Consolidated Balance Sheets.

Our purchase obligations include commitments to be utilized in the normal course of business, such as several contracts to purchase raw materials utilized in our manufacturing plants and several contracts to purchase energy to be used in our stores and manufacturing facilities.  Our obligations also include management fees for facilities operated by third parties.  Any upfront vendor allowances or incentives associated with outstanding purchase commitments are recorded as either current or long-term liabilities in our Consolidated Balance Sheets.

As of January 30, 2010, we maintained a $2.5 billion, five-year revolving credit facility that, unless extended, terminates in 2011.  Outstanding borrowings under the credit agreement and commercial paper borrowings, and some outstanding letters of credit, reduce funds available under the credit agreement.  In addition to the credit agreement, we maintained three uncommitted money market lines totaling $100 million in the aggregate.  The money market lines allow us to borrow from banks at mutually agreed upon rates, usually at rates below the rates offered under the credit agreement.  As of January 30, 2010, we had no borrowings under our credit agreement, money market lines or outstanding commercial paper.  The outstanding letters of credit that reduce funds available under our credit agreement totaled $313 million as of January 30, 2010.

In addition to the available credit mentioned above, as of January 30, 2010, we had authorized for issuance $900 million of securities under a shelf registration statement filed with the SEC and effective on December 20, 2007.

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We also maintain surety bonds related primarily to our self-insured workers compensation claims.  These bonds are required by most states in which we are self-insured for workers’ compensation and are placed with third-party insurance providers to insure payment of our obligations in the event we are unable to meet our claim payment obligations up to our self-insured retention levels.   These bonds do not represent liabilities of Kroger, as we already have reserves on our books for the claims costs.  Market changes may make the surety bonds more costly and, in some instances, availability of these bonds may become more limited, which could affect our costs of, or access to, such bonds.  Although we do not believe increased costs or decreased availability would significantly affect our ability to access these surety bonds, if this does become an issue, we would issue letters of credit, in states where allowed, against our credit facility to meet the state bonding requirements.  This could increase our cost and decrease the funds available under our credit facility.

Most of our outstanding public debt is jointly and severally, fully and unconditionally guaranteed by The Kroger Co. and some of our subsidiaries.  See Note 16 to the Consolidated Financial Statements for a more detailed discussion of those arrangements.  In addition, we have guaranteed half of the indebtedness of two real estate entities in which we have a 50% ownership interest.  Our share of the responsibility for this indebtedness, should the entities be unable to meet their obligations, totals approximately $7 million.  Based on the covenants underlying this indebtedness as of January 30, 2010, it is unlikely that we will be responsible for repayment of these obligations.  We have also agreed to guarantee, up to $25 million, the indebtedness of an entity in which we have a 50% ownership interest.  Our share of the responsibility, as of January 30, 2010, should the entity be unable to meet its obligations, totals approximately $25 million and is collateralized by approximately $9 million of inventory located in our stores.  We consolidate this entity because we are the primary beneficiary, and therefore the entire $25 million is a liability on the Consolidated Balance Sheets.

We also are contingently liable for leases that have been assigned to various third parties in connection with facility closings and dispositions.  We could be required to satisfy obligations under the leases if any of the assignees are unable to fulfill their lease obligations.  Due to the wide distribution of our assignments among third parties, and various other remedies available to us, we believe the likelihood that we will be required to assume a material amount of these obligations is remote.  We have agreed to indemnify certain third-party logistics operators for certain expenses, including pension trust fund contribution obligations and withdrawal liabilities.

In addition to the above, we enter into various indemnification agreements and take on indemnification obligations in the ordinary course of business.  Such arrangements include indemnities against third party claims arising out of agreements to provide services to Kroger; indemnities related to the sale of our securities; indemnities of directors, officers and employees in connection with the performance of their work; and indemnities of individuals serving as fiduciaries on benefit plans.  While Kroger’s aggregate indemnification obligation could result in a material liability, we are not aware of any current matter that could result in a material liability.

RECENTLY ADOPTED ACCOUNTING STANDARDS

In December 2008, the FASB amended its existing standards to provide additional guidance on employers’ disclosures about the plan assets of defined benefit pension or other postretirement plans.  The new standards require disclosures about how investment allocation decisions are made, the fair value of each major category of plan assets, valuation techniques used to develop fair value measurements of plan assets, the effect of measurements on changes in plan assets when using significant unobservable inputs and significant concentrations of risk in the plan assets.  The new standards become effective for fiscal years ending after December 15, 2009.  We adopted the amended standards effective January 30, 2010.  See Note 13 to the Consolidated Financial Statements for the new required disclosures.

Effective May 24, 2009, we adopted new standards for subsequent events.  The purpose of the new standards is to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  See Note 17 to the Consolidated Financial Statements for the new required disclosures.

Effective May 24, 2009, we adopted  new standards that effect the accounting and disclosures related to certain financial instruments including: (a) providing additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased; (b) identifying circumstances that indicate a transaction is not orderly; (c) amending the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements; and (d) requiring disclosures about the fair value of financial instruments on an interim basis in addition to the annual disclosure requirements.  The new disclosures are included in Note 7 to the Consolidated Financial Statements.  The adoption of these new standards did not have a material effect on our Consolidated Financial Statements.

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Effective February 1, 2009, we adopted the new standards that require enhanced disclosures on an entity’s derivative and hedging activities.  The new disclosures are included in Note 6 to the Consolidated Financial Statements.

Effective February 1, 2009, we adopted the new standards that clarify that share-based payment awards that entitle their holders to receive nonforfeitable dividends before vesting should be considered participating securities and included in the computation of EPS pursuant to the two-class method.  See Note 9 to the Consolidated Financial Statements for further discussion of its adoption.

Effective February 1, 2009, we adopted new standards related to business combinations.  The new standards expand the definitions of a business and the fair value measurement and reporting in a business combination.  All business combinations completed after February 1, 2009, will be accounted for under the new standards.

Effective February 1, 2009, we adopted new standards that deferred the fair value disclosures for most non-financial assets and non-financial liabilities to fiscal years beginning after November 15, 2008.  See Note 7 to the Consolidated Financial Statements for further discussion of the adoption of the new standards.

In December 2007, the FASB amended its existing standards for a parent’s noncontrolling interest in a subsidiary and the accounting for future ownership changes with respect to the subsidiary.  The new standard defines a noncontrolling interest, previously called a minority interest, as the portion of equity in a subsidiary that is not attributable, directly or indirectly, to a parent.  The new standard requires, among other things, that a noncontrolling interest be clearly identified, labeled and presented in the consolidated balance sheet as equity, but separate from the parent’s equity; that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income; and that if a subsidiary is deconsolidated, the parent measure at fair value any noncontrolling equity investment that the parent retains in the former subsidiary and recognize a gain or loss in net income based on the fair value of the non-controlling equity investment.  We adopted the new standard effective February 1, 2009, and applied it retrospectively.  As a result, we reclassified noncontrolling interests in amounts of $95 from the mezzanine section to equity in the January 31, 2009 Consolidated Balance Sheet.  Certain reclassifications to the Consolidated Statements of Operations have been made to prior period amounts to conform to the presentation of the current period under the new standard.  Recorded amounts for prior periods previously presented as Net Earnings, which are now presented as Net Earnings Attributable to The Kroger Co., have not changed as a result of the adoption of the new standard.

Effective January 31, 2009, we adopted the amended standards related to disclosures about interests in VIEs.  These amended standards require additional disclosures about an entity’s involvement with VIEs and transfers of financial assets.  The adoption of these new amended standards did not change any disclosures in our Consolidated Financial Statements due to our VIEs being immaterial.

RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2009, the FASB amended its existing standards to change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated.  The new standards will become effective for our fiscal year beginning January 31, 2010.  While we are still finalizing the evaluation of the impact of these amended standards on our Consolidated Financial Statements, we believe these new standards will not have a material effect on our Consolidated Financial Statements.

In January 2010, the FASB issued guidance that amends and clarifies existing guidance related to fair value measurements and disclosures. This guidance requires new disclosures for (1) transfers in and out of Level 1 and Level 2 and reasons for such transfers; and (2) the separate presentation of purchases, sales, issuances and settlement in the Level 3 reconciliation. It also clarifies guidance around disaggregation and disclosures of inputs and valuation techniques for Level 2 and Level 3 fair value measurements. This guidance is effective for our first quarter of 2010, except for the new disclosures in the Level 3 reconciliation. The Level 3 disclosures are effective for our first quarter of 2011.  We do not expect that this guidance will have a material impact on our Consolidated Financial Statements.

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OUTLOOK

This discussion and analysis contains certain forward-looking statements about Kroger’s future performance.  These statements are based on management’s assumptions and beliefs in light of the information currently available. Such statements relate to, among other things: projected changes in net earnings attributable to The Kroger Co.; identical supermarket sales growth; expected product cost; expected pension plan contributions; our ability to generate operating cash flow; projected capital expenditures; square footage growth; opportunities to reduce costs; cash flow requirements; and our operating plan for the future; and are indicated by words such as “comfortable,” “committed,” “will,” “expect,” “goal,” “should,” “intend,” “target,” “believe,” “anticipate,” “plan,” and similar words or phrases. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially.

Statements elsewhere in this report and below regarding our expectations, projections, beliefs, intentions or strategies are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. While we believe that the statements are accurate, uncertainties about the general economy, our labor relations, our ability to execute our plans on a timely basis and other uncertainties described below could cause actual results to differ materially.

·We expect net earnings per diluted share in the range of $1.60-$1.80 for 2010.

·We expect identical supermarket sales growth, excluding fuel sales, of 2.0%-3.0% in 2010.

·For 2010, we will continue to focus on driving sales growth and balancing investments in gross margin and improved customer service to provide a better shopping experience for our customers. We expect to finance these investments primarily with operating cost reductions. We expect non-fuel operating margins to have a slight reduction to a slight improvement in rate in 2010, from 2009, excluding the non-cash impairment charges recorded.

·For 2010, we expect fuel margins, which can be highly volatile, to be approximately $0.11 per gallon, and we expect continued strong growth in fuel gallons sold.

·For 2010, we expect our annualized LIFO charge to be approximately $50 million. This forecast is based on cost changes for products in our inventory.

·We plan to use cash flow primarily for capital investments, to maintain our current debt coverage ratios, and to pay cash dividends. As market conditions change, we plan to re-evaluate the above uses of cash flow and our stock repurchase activity.

·We expect to obtain sales growth from new square footage, as well as from increased productivity from existing locations.

·Capital expenditures reflect our strategy of growth through expansion, as well as focusing on productivity increases from our existing store base through remodels.  In addition, we will continue our emphasis on self-development and ownership of real estate, logistics and technology improvements.  The continued capital spending in technology is focused on improving store operations, logistics, manufacturing procurement, category management, merchandising and buying practices, and should reduce merchandising costs.  We intend to continue using cash flow from operations to finance capital expenditure requirements.  We expect capital investments for 2010 to be in the range of $1.9-$2.1 billion, excluding acquisitions and purchases of leased facilities.  We expect total food store square footage to grow approximately1.0%-1.5% before acquisitions and operational closings. We expect to reduce our internal capital plans by approximately $1 billion in total over the next three fiscal years. Our original internal capital plans projected year-over-year continued capital expenditure growth. We now expect capital expenditures to average under $2 billion a year over the next three years.

·Based on current operating trends, we believe that cash flow from operations and other sources of liquidity, including borrowings under our commercial paper program and bank credit facility, will be adequate to meet anticipated requirements for working capital, capital expenditures, interest payments and scheduled principal payments for the foreseeable future. We also believe we have adequate coverage of our debt covenants to continue to respond effectively to competitive conditions.

·We believe we have adequate sources of cash, if needed, under our credit agreement.

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·We expect that our OG&A results will be affected by increased costs, such as higher employee benefit costs and credit card fees, offset by improved productivity from process changes and leverage gained through sales increases.

·We expect that our effective tax rate for 2010 will be approximately 37.0%.

·We expect rent expense, as a percentage of total sales and excluding closed-store activity, will decrease due to the emphasis our current strategy places on ownership of real estate.

·We believe that in 2010 there will be opportunities to reduce our operating costs in such areas as administration, productivity improvements, shrink, warehousing and transportation. These savings will be invested in our core business to drive profitable sales growth and offer improved value and shopping experiences for our customers.

·Although we are not required to make cash contributions to Company-sponsored defined benefit pension plans during 2010, we expect to contribute approximately $110 million to these plans in 2010. We expect any elective contributions made during 2010 will decrease our required contributions in future years.  Among other things, investment performance of plan assets, the interest rates required to be used to calculate the pension obligations, and future changes in legislation, will determine the amounts of any additional contributions. We expect 2010 expense for Company-sponsored defined benefit pension plans to be approximately $70 million. In addition, we expect our cash contributions and expense to the 401(k) Retirement Savings Account Plan from automatic and matching contributions to participants to increase slightly in 2010, compared to 2009.

·We expect to contribute approximately $250 million to multi-employer pension plans in 2010, subject to collective bargaining and capital market conditions. In addition, we expect meaningful increases in expense as a result of increases in multi-employer pension plan contributions over the next five years, but we believe it unlikely that contributions will double during that period, which is a change from our estimate at year-end 2008.

·We expect bad debt expense from the credit extended to our customers through our Company-branded credit card in 2010 to be approximately $22 million.

·We believe no additional goodwill impairments will be reasonably possible in 2010.

·We have various labor agreements that will be negotiated in 2010, covering store employees in Albuquerque, Cincinnati, Dallas, Detroit, Ft. Wayne, Houston, Little Rock, Portland, Seattle and Toledo. We will also negotiate agreements with the Teamsters for employees in California and Portland. Upon the expiration of our collective bargaining agreements, work stoppages by the affected workers could occur if we are unable to negotiate new contracts with labor unions. A prolonged work stoppage affecting a substantial number of locations could have a material adverse effect on our results. In all of these contracts, rising health care and pension costs will continue to be an important issue in negotiations.

Various uncertainties and other factors could cause us to fail to achieve our goals. These include:

·The extent to which our sources of liquidity are sufficient to meet our requirements may be affected by the state of the financial markets and the effect that such condition has on our ability to issue commercial paper at acceptable rates. Our ability to borrow under our committed lines of credit, including our bank credit facilities, could be impaired if one or more of our lenders under those lines is unwilling or unable to honor its contractual obligation to lend to us.

·If market conditions change, it could affect our cash flow.

·Our ability to achieve sales and earnings goals may be affected by: labor disputes; industry consolidation; pricing and promotional activities of existing and new competitors, including non-traditional competitors; our response to these actions; the state of the economy, including interest rates and the inflationary and deflationary trends in certain commodities; manufacturing commodity costs; diesel fuel costs related to our logistics operations; trends in consumer spending; the extent to which our customers exercise caution in their purchasing in response to economic conditions; stock repurchases; and the success of our future growth plans.

·The extent to which the adjustments we are making to our strategy create value for our shareholders will depend primarily on the reaction of our customers and our competitors to these adjustments, as well as operating conditions, including persistent deflation, increased competitive activity, and cautious spending behavior of our customers.

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·Our product cost inflation could vary from our estimate due to general economic conditions, weather, availability of raw materials and ingredients in the products that we sell and their packaging, and other factors beyond our control.

·Our ability to use free cash flow to continue to maintain our debt coverage and to reward our shareholders could be affected by unanticipated increases in net total debt, our inability to generate free cash flow at the levels anticipated, and our failure to generate expected earnings.

·The timing of our recognition of LIFO expense will be affected primarily by changes in product costs during the year.

·If actual results differ significantly from anticipated future results for certain reporting units including variable interest entities, an impairment loss for any excess of the carrying value of the reporting units’ goodwill over the implied fair value would have to be recognized.

·In addition to the factors identified above, our identical store sales growth could be affected by increases in Kroger private label sales, the effect of our “sister stores” (new stores opened in close proximity to an existing store) and reductions in retail pricing.

·Our operating margins, without fuel, could decline more than expected if we are unable to pass on any cost increases, fail to deliver the cost savings contemplated or if changes in the cost of our inventory and the timing of those changes differ from our expectations.

·We could fail to realize our expected operating margin per gallon of fuel and fuel gallons sold based upon changes in the price of fuel or a change in our operating costs.

·We have estimated our exposure to the claims and litigation arising in the normal course of business, as well as to the material litigation facing Kroger, and believe we have made provisions where it is reasonably possible to estimate and where an adverse outcome is probable. Unexpected outcomes in these matters, however, could result in an adverse effect on our earnings.

·Consolidation in the food industry is likely to continue and the effects on our business, either favorable or unfavorable, cannot be foreseen.

·Rent expense, which includes subtenant rental income, could be adversely affected by the state of the economy, increased store closure activity and future consolidation.

·Depreciation expense, which includes the amortization of assets recorded under capital leases, is computed principally using the straight-line method over the estimated useful lives of individual assets, or the remaining terms of leases. Use of the straight-line method of depreciation creates a risk that future asset write-offs or potential impairment charges related to store closings would be larger than if an accelerated method of depreciation were followed.

·Our effective tax rate may differ from the expected rate due to changes in laws, the status of pending items with various taxing authorities and the deductibility of certain expenses.

·The actual amount of automatic and matching cash contributions to our 401(k) Retirement Savings Account Plan will depend on the number of participants, savings rate, plan compensation, and length of service of participants.

·Our contributions and recorded expense related to multi-employer pension funds could increase more than anticipated. Should asset values in these funds deteriorate, if employers withdraw from these funds without providing for their share of the liability, or should our estimates prove to be understated, our contributions could increase more rapidly than we have anticipated.

·If weakness in the financial markets continues or worsens, our contributions to Company-sponsored defined benefit pension plans could increase more than anticipated.

·Changes in laws or regulations, including changes in accounting standards, taxation requirements and environmental laws may have a material effect on our financial statements.

28

·Changes in the general business and economic conditions in our operating regions may affect the shopping habits of our customers, which could affect sales and earnings.

·Changes in the general business and economic conditions in our operating regions, including the rate of inflation, population growth, and employment and job growth in the markets in which we operate, may affect our ability to hire and train qualified employees to operate our stores. This would negatively affect earnings and sales growth.

·Changes in our product mix may negatively affect certain financial indicators. For example, we continue to add supermarket fuel centers to our store base. Since gasoline generates low profit margins, we expect to see our FIFO gross profit margins decline as gasoline sales increase. Although this negatively affects our FIFO gross margin, gasoline sales provide a positive effect on OG&A expense as a percentage of sales.

·Our capital expenditures, expected square footage growth, and number of store projects completed over the next three fiscal years could differ from our estimate if we are unsuccessful in acquiring suitable sites for new stores, if development costs vary from those budgeted, if our logistics and technology projects are not completed in the time frame expected or on budget or if current operating conditions fail to improve or worsen.

·Interest expense could be adversely affected by the interest rate environment, changes in the Company’s credit ratings, fluctuations in the amount of outstanding debt, decisions to incur prepayment penalties on the early redemption of debt and any factor that adversely affects our operations and results in an increase in debt.

·Impairment losses, including goodwill, could be affected by changes in our assumptions of future cash flows, market values or business valuations in the market. Our cash flow projections include several years of projected cash flows which would be affected by changes in the economic environment, real estate market values, competitive activity, inflation and customer behavior.

·Our estimated expense and obligation for Company-sponsored pension plans and other post-retirement benefits could be affected by changes in the assumptions used in calculating those amounts. These assumptions include, among others, the discount rate, the expected long-term rate of return on plan assets, average life expectancy and the rate of increases in compensation and health care costs.

·Adverse weather conditions could increase the cost our suppliers charge for their products, or may decrease the customer demand for certain products. Increases in demand for certain commodities could also increase the cost our suppliers charge for their products. Additionally, increases in the cost of inputs, such as utility costs or raw material costs, could negatively affect financial ratios and earnings.

·Although we presently operate only in the United States, civil unrest in foreign countries in which our suppliers do business may affect the prices we are charged for imported goods. If we are unable to pass on these increases to our customers, our FIFO gross margin and net earnings would suffer.

·Earnings and sales also may be affected by adverse weather conditions, particularly to the extent that hurricanes, tornadoes, floods, earthquakes, and other conditions disrupt our operations or those of our suppliers; create shortages in the availability or increases in the cost of products that we sell in our stores or materials and ingredients we use in our manufacturing facilities; or raise the cost of supplying energy to our various operations, including the cost of transportation.

Other factors and assumptions not identified above could also cause actual results to differ materially from those set forth in the forward-looking information. Accordingly, actual events and results may vary significantly from those included in, contemplated or implied by forward-looking statements made by us or our representatives.

29

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Financial Risk Management

We use derivative financial instruments primarily to manage our exposure to fluctuations in interest rates and, to a lesser extent, adverse fluctuations in commodity prices and other market risks.  We do not enter into derivative financial instruments for trading purposes.  As a matter of policy, all of our derivative positions are intended to reduce risk by hedging an underlying economic exposure.  Because of the high correlation between the hedging instrument and the underlying exposure, fluctuations in the value of the instruments generally are offset by reciprocal changes in the value of the underlying exposure.  The interest rate derivatives we use are straightforward instruments with liquid markets.

We manage our exposure to interest rates and changes in the fair value of our debt instruments primarily through the strategic use of variable and fixed rate debt, and interest rate swaps.  Our current program relative to interest rate protection contemplates hedging the exposure to changes in the fair value of fixed-rate debt attributable to changes in interest rates.  To do this, we use the following guidelines: (i) use average daily outstanding borrowings to determine annual debt amounts subject to interest rate exposure, (ii) limit the average annual amount of debt subject to interest rate reset and the amount of floating rate debt to a combined total of $2.5 billion or less, (iii) include no leveraged products, and (iv) hedge without regard to profit motive or sensitivity to current mark-to-market status.

As of January 30, 2010, we maintained 18 interest rate swap agreements, with notional amounts totaling $1.6 billion, to manage our exposure to changes in the fair value of our fixed rate debt resulting from interest rate movements by effectively converting a portion of our debt from fixed to variable rates.  These agreements mature at varying times between April 2012 and April 2013, and coincide with our scheduled debt maturities.  The differential between fixed and variable rates to be paid or received is accrued as interest rates change in accordance with the agreements as an adjustment to interest expense.  These interest rate swap agreements are being accounted for as fair value hedges.  As of January 30, 2010, other long-term assets totaling $26 million were recorded to reflect the fair value of these agreements, offset by increases in the fair value of the underlying debt.  We have unamortized proceeds from twelve interest rate swaps once classified as fair value hedges totaling approximately $31 million.  The unamortized proceeds are recorded as adjustments to the carrying values of the underlying debt and are being amortized over the remaining term of the debt.

In addition to the interest rate swaps noted above, in 2005 we entered into three forward-starting interest rate swap agreements with a notional amount totaling $750 million.  A forward-starting interest rate swap is an agreement that effectively hedges future benchmark interest rates on debt for an established period of time.  We entered into the forward-starting interest rate swaps in order to lock into fixed interest rates on forecasted issuances of debt in 2007 and 2008.  In 2007, we terminated two of these forward-starting interest rate swaps with a notional amount of $500 million.  In 2008, we terminated the remaining forward interest rate swap with a notional amount of $250 million.  As of January 30, 2010, the unamortized payments and proceeds of $11 million ($7 million net of tax) on these terminated forward-starting interest rate swaps have been recorded net of tax in other comprehensive income and will be amortized to earnings as the payments of interest to which the hedge relates are made.

Annually, we review with the Financial Policy Committee of our Board of Directors compliance with the guidelines described above.  The guidelines may change as our business needs dictate.

The tables below provide information about our interest rate derivatives and underlying debt portfolio as of January 30, 2010.  The amounts shown for each year represent the contractual maturities of long-term debt, excluding capital leases, and the average outstanding notional amounts of interest rate derivatives as of January 30, 2010.  Interest rates reflect the weighted average rate for the outstanding instruments.  The variable component of each interest rate derivative and the variable rate debt is based on U.S. dollar LIBOR using the forward yield curve as of January 30, 2010.  The Fair-Value column includes the fair-value of our debt instruments and interest rate derivatives as of January 30, 2010.  Refer to Notes 5, 6 and 7 to our Consolidated Financial Statements.

30

	Expected Year of Maturity
	2010			2011			2012			2013			2014			Thereafter			Total			FairValue
	(In millions)
Debt
Fixed rate	$	(535	)	$	(490	)	$	(849	)	$	(1,510	)	$	(307	)	$	(3,736	)	$	(7,427	)	$	(8,134	)
Average interest rate	6.51		%	6.38		%	6.34		%	6.34		%	6.42		%	6.53		%
Variable rate	$	(14	)	$	(23	)	$	(84	)	$	(4	)	$	(5	)	$	(19	)	$	(149	)	$	(149	)
Average interest rate	2.58		%	3.05		%	4.06		%	5.83		%	6.57		%	6.95		%
	Average Notional Amounts Outstanding																		January 30, 2010			January 30, 2010 Fair
	2010			2011			2012			2013			2014			Thereafter			Total			Value
	(In millions)
Interest Rate Derivatives
Fixed to variable	$	1,625		$	1,625		$	1,066		$	78		$	—		$	—		$	1,625		$	26
Average pay rate	3.80		%	4.53		%	5.46		%	5.80		%	—			—
Average receive rate	5.87		%	5.87		%	5.51		%	5.00		%	—			—

Commodity Price Protection

We enter into purchase commitments for various resources, including raw materials utilized in our manufacturing facilities and energy to be used in our stores, warehouses, manufacturing facilities and administrative offices. We enter into commitments expecting to take delivery of and to utilize those resources in the conduct of normal business. Those commitments for which we expect to utilize or take delivery in a reasonable amount of time in the normal course of business qualify as normal purchases.

31

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Report of Independent Registered Public Accounting Firm

To the Shareowners and Board of Directors of

The Kroger Co.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, cash flows and changes in shareowners’ equity present fairly, in all material respects, the financial position of The Kroger Co. and its subsidiaries at January 30, 2010 and January 31, 2009, and the results of their operations and their cash flows for each of the three years in the period ended January 30, 2010 in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 30, 2010, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.  Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 4 to the consolidated financial statements, the Company changed the manner in which it accounts for uncertain tax positions as of February 4, 2007.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Cincinnati, Ohio

March 30, 2010

32

THE KROGER CO.

CONSOLIDATED BALANCE SHEETS

	January 30,			January 31,
(In millions, except par values)	2010			2009
ASSETS
Current assets
Cash and temporary cash investments	$	424		$	263
Deposits in-transit	654			631
Receivables	909			944
FIFO inventory	5,705			5,659
LIFO reserve	(803		)	(754		)
Prefunded employee benefits	300			300
Prepaid and other current assets	261			209
Total current assets	7,450			7,252
Property, plant and equipment, net	13,929			13,161
Goodwill	1,158			2,271
Other assets	556			573
Total Assets	$	23,093		$	23,257
LIABILITIES
Current liabilities
Current portion of long-term debt including obligations under capital leases and financing obligations	$	579		$	558
Trade accounts payable	3,890			3,822
Accrued salaries and wages	786			828
Deferred income taxes	341			361
Other current liabilities	2,118			2,077
Total current liabilities	7,714			7,646
Long-term debt including obligations under capital leases and financing obligations
Face-value of long-term debt including obligations under capital leases and financing obligations	7,420			7,460
Adjustment related to fair-value of interest rate hedges	57			45
Long-term debt including obligations under capital leases and financing obligations	7,477			7,505
Deferred income taxes	568			384
Pension and postretirement benefit obligations	1,082			1,174
Other long-term liabilities	1,346			1,248
Total Liabilities	18,187			17,957
Commitments and contingencies (see Note 11)
SHAREOWNERS’ EQUITY
Preferred stock, $100 par per share, 5 shares authorized and unissued	¾			¾
Common stock, $1 par per share, 1,000 shares authorized; 958 shares issued in 2009 and 955 shares issued in 2008	958			955
Additional paid-in capital	3,361			3,266
Accumulated other comprehensive loss	(593		)	(495		)
Accumulated earnings	7,344			7,518
Common stock in treasury, at cost, 316 shares in 2009 and 306 shares in 2008	(6,238		)	(6,039		)
Total Shareowners’ Equity — The Kroger Co.	4,832			5,205
Noncontrolling interests	74			95
Total Equity	4,906			5,300
Total Liabilities and Equity	$	23,093		$	23,257

The accompanying notes are an integral part of the consolidated financial statements.

33

THE KROGER CO.

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended January 30, 2010, January 31, 2009 and February 2, 2008

(In millions, except per share amounts)	2009(52 weeks)			2008(52 weeks)		2007(52 weeks)
Sales	$	76,733		$	76,148	$	70,336
Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below	58,958			58,544		53,711
Operating, general and administrative	13,398			13,050		12,265
Rent	648			659		643
Depreciation and amortization	1,525			1,443		1,355
Goodwill impairment charge	1,113			¾		¾
Operating Profit	1,091			2,452		2,362
Interest expense	502			485		474
Earnings before income tax expense	589			1,967		1,888
Income tax expense	532			717		664
Net earnings including noncontrolling interests	57			1,250		1,224
Net earnings (loss) attributable to noncontrolling interests	(13		)	1		15
Net earnings attributable to The Kroger Co.	$	70		$	1,249	$	1,209
Net earnings attributable to The Kroger Co. per basic common share	$	0.11		$	1.91	$	1.75
Average number of common shares used in basic calculation	647			652		690
Net earnings attributable to The Kroger Co. per diluted common share	$	0.11		$	1.89	$	1.73
Average number of common shares used in diluted calculation	650			658		697
Dividends declared per common share	$	.37		$	.36	$	.30

The accompanying notes are an integral part of the consolidated financial statements.

34

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended January 30, 2010, January 31, 2009 and February 2, 2008

(In millions)	2009(52 weeks)			2008(52 weeks)			2007(52 weeks)
Cash Flows From Operating Activities:
Net earnings including noncontrolling interests	$	57		$	1,250		$	1,224
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	1,525			1,443			1,355
Goodwill impairment charge	1,113			—			—
Asset impairment charge	48			26			24
LIFO charge	49			196			108
Stock-based employee compensation	83			91			87
Expense for Company-sponsored pension plans	31			44			67
Deferred income taxes	222			341			(68		)
Other	53			(63		)	14
Changes in operating assets and liabilities net of effects from acquisitions of businesses:
Deposits in-transit	(23		)	45			(62		)
Inventories	(45		)	(193		)	(381		)
Receivables	(21		)	(28		)	(17		)
Prepaid expenses	(51		)	47			3
Trade accounts payable	54			(53		)	165
Accrued expenses	(46		)	(33		)	174
Income taxes receivable and payable	49			(206		)	43
Contribution to Company-sponsored pension plans	(265		)	(20		)	(51		)
Other	89			9			(104		)
Net cash provided by operating activities	2,922			2,896			2,581
Cash Flows From Investing Activities:
Payments for capital expenditures	(2,297		)	(2,149		)	(2,126		)
Proceeds from sale of assets	20			59			49
Payments for acquisitions	(36		)	(80		)	(90		)
Other	(14		)	(9		)	(51		)
Net cash used by investing activities	(2,327		)	(2,179		)	(2,218		)
Cash Flows From Financing Activities:
Proceeds from issuance of long-term debt	511			1,377			1,372
Payments on long-term debt	(432		)	(1,048		)	(560		)
Borrowings (payments) on credit facility	(129		)	(441		)	218
Excess tax benefits on stock-based awards	4			15			36
Proceeds from issuance of capital stock	51			172			188
Treasury stock purchases	(218		)	(637		)	(1,421		)
Dividends paid	(238		)	(227		)	(202		)
Increase in book overdrafts	14			2			61
Other	3			18			(2		)
Net cash used by financing activities	(434		)	(769		)	(310		)
Net increase (decrease) in cash and temporary cash investments	161			(52		)	53
Cash from Consolidated Variable Interest Entity	—			73			—
Cash and temporary cash investments:
Beginning of year	263			242			189
End of year	$	424		$	263		$	242
Reconciliation of capital expenditures:
Payments for capital expenditures	$	(2,297	)	$	(2,149	)	$	(2,126	)
Changes in construction-in-progress payables	(18		)	(4		)	66
Total capital expenditures	$	(2,315	)	$	(2,153	)	$	(2,060	)
Disclosure of cash flow information:
Cash paid during the year for interest	$	542		$	485		$	477
Cash paid during the year for income taxes	$	130		$	641		$	640

The accompanying notes are an integral part of the consolidated financial statements.

35

THE KROGER CO.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREOWNERS’ EQUITY

Years Ended January 30, 2010, January 31, 2009 and February 2, 2008

												Accumulated
				Additional								Other
	Common Stock			Paid-In			Treasury Stock					Comprehensive			Accumulated			Noncontrolling
(In millions, except per share amounts)	Shares	Amount		Capital			Shares		Amount			Gain (Loss)			Earnings			Interest			Total
Balances at February 3, 2007	937	$	937	$	2,755		232		$	(4,011	)	$	(259	)	$	5,501		$	4		$	4,927
Issuance of common stock:
Stock options exercised	10	10		175			—		3			—			—			—			188
Restricted stock issued	—	—		(25		)	(1	)	11			—			—			—			(14		)
Treasury stock activity:
Treasury stock purchases, at cost	—	—		—			43		(1,151		)	—			—			—			(1,151		)
Stock options exchanged	—	—		—			10		(270		)	—			—			—			(270		)
Tax benefits from exercise of stock options	—	—		35			—		—			—			—			—			35
Share-based employee compensation	—	—		87			—		—			—			—			—			87
Other comprehensive gain net of income tax of $82	—	—		—			—		—			137			—			—			137
Other	—	—		4			—		(4		)	—			4			(12		)	(8		)
Cash dividends declared ($0.30 per common share)	—	—		—			—		—			—			(206		)	—			(206		)
Net earnings including noncontrolling interests	—	—		—			—		—			—			1,209			15			1,224
Balances at February 2, 2008	947	$	947	$	3,031		284		$	(5,422	)	$	(122	)	$	6,508		$	7		$	4,949
Issuance of common stock:
Stock options exercised	8	8		162			—		3			—			—			—			173
Restricted stock issued	—	—		(46		)	(1	)	30			—			—			—			(16		)
Treasury stock activity:
Treasury stock purchases, at cost	—	—		—			16		(448		)	—			—			—			(448		)
Stock options exchanged	—	—		—			7		(189		)	—			—			—			(189		)
Tax benefits from exercise of stock options	—	—		15			—		—			—			—			—			15
Share-based employee compensation	—	—		91			—		—			—			—			—			91
Other comprehensive loss net of income tax of $(224)	—	—		—			—		—			(373		)	—			—			(373		)
Purchase of non-wholly owned entity	—	—		—			—		—			—			—			101			101
Other	—	—		13			—		(13		)	—			(2		)	(14		)	(16		)
Cash dividends declared ($0.36 per common share)	—	—		—			—		—			—			(237		)	—			(237		)
Net earnings including noncontrolling interests	—	—		—			—		—			—			1,249			1			1,250
Balances at January 31, 2009	955	$	955	$	3,266		306		$	(6,039	)	$	(495	)	$	7,518		$	95		$	5,300
Issuance of common stock:
Stock options exercised	3	3		54			—		(6		)	—			—			—			51
Restricted stock issued	—	—		(59		)	(1	)	42			—			—			—			(17		)
Treasury stock activity:
Treasury stock purchases, at cost	—	—		—			8		(156		)	—			—			—			(156		)
Stock options exchanged	—	—		—			3		(62		)	—			—			—			(62		)
Tax detriments from exercise of stock options	—	—		(2		)	—		—			—			—			—			(2		)
Share-based employee compensation	—	—		83			—		—			—			—			—			83
Other comprehensive loss net of income tax of $(58)	—	—		—			—		—			(98		)	—			—			(98		)
Other	—	—		19			—		(17		)	—			(3		)	(8		)	(9		)
Cash dividends declared ($0.37 per common share)	—	—		—			—		—			—			(241		)	—			(241		)
Net earnings (loss) including noncontrolling interests	—	—		—			—		—			—			70			(13		)	57
Balances at January 30, 2010	958	$	958	$	3,361		316		$	(6,238	)	$	(593	)	$	7,344		$	74		$	4,906

Comprehensive income:

	2009			2008			2007
Net earnings including noncontrolling interests	$	57		$	1,250		$	1,224
Unrealized gain (loss) on hedging activities, net of income tax of $2 in 2008 and $(13) in 2007	—			3			(21		)
Amortization of unrealized gains and losses on hedging activities, net of income tax of $1 in 2009 and $1 in 2008	2			1			—
Change in pension and other postretirement defined benefit plans, net of income tax of $(59) in 2009, $(227) in 2008 and $95 in 2007	(100		)	(377		)	158
Comprehensive income (loss)	(41		)	877			1,361
Comprehensive income (loss) attributable to noncontrolling interests	(13		)	1			15
Comprehensive income (loss) attributable to The Kroger Co.	$	(28	)	$	876		$	1,346

The accompanying notes are an integral part of the consolidated financial statements.

36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

All dollar amounts are in millions except share and per share amounts.

Certain prior-year amounts have been reclassified to conform to current year presentation.

1.ACCOUNTING POLICIES

The following is a summary of the significant accounting policies followed in preparing these financial statements.

Description of Business, Basis of Presentation and Principles of Consolidation

The Kroger Co. (the “Company”) was founded in 1883 and incorporated in 1902.  As of January 30, 2010, the Company was one of the largest retailers in the United States based on annual sales.  The Company also manufactures and processes food for sale by its supermarkets.  The accompanying financial statements include the consolidated accounts of the Company, its wholly-owned subsidiaries and the Variable Interest Entities (“VIE”) in which the Company is the primary beneficiary.  Significant intercompany transactions and balances have been eliminated.

As of February 1, 2009, the Company adopted the new standards for a parent’s noncontrolling interests in a subsidiary and applied it retrospectively.  As a result, the Company reclassified noncontrolling interests in an amount of $95 from the mezzanine section to equity on the January 31, 2009 Consolidated Balance Sheet and Consolidated Statement of Changes in Shareowners’ Equity.  In addition, the Company reclassified noncontrolling interests from the mezzanine section to equity on the February 3, 2007 and February 2, 2008 Consolidated Statements of Changes in Shareowners’ Equity in the amount of $4 and $7, respectively.  All activity related to the noncontrolling interests has also been reclassified and shown in the Consolidated Statements of Changes in Shareowners’ Equity and net earnings (loss) attributable to noncontrolling interests has been reclassified in the Consolidated Statements of Operations for all prior periods.  Certain reclassifications to the Consolidated Statements of Operations have been made to prior period amounts to conform to the presentation of the current period under the new standards.  Recorded amounts for prior periods previously presented as Net Earnings, which are now presented as Net Earnings Attributable to The Kroger Co., have not changed as a result of the adoption of the new standards.

During 2008, the Company started reflecting certain promotional allowances in its LIFO charge and continued accounting for these promotional allowances in its evaluation of LIFO in 2009.  During its 2009 LIFO analysis, it was determined that these promotional allowances should be reflected in all prior year LIFO indices.  By not including these promotional allowances in all LIFO indices, the Company overstated its LIFO reserve in its 2008 and 2007 Consolidated Balance Sheets and its LIFO charge in its 2007 Consolidated Statement of Operations.  The Company believes these adjustments are not material to any individual year or any quarterly period within such years presented.  As a result, the Company has revised its Consolidated Financial Statements for 2008 and 2007 to correct this item.  The revised 2007 Consolidated Financial Statements were adjusted by reducing the Company’s LIFO charge by $46 ($29 after-tax).

Fiscal Year

The Company’s fiscal year ends on the Saturday nearest January 31.  The last three fiscal years consist of the 52-week periods ended January 30, 2010, January 31, 2009 and February 2, 2008.

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities.  Disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of consolidated revenues and expenses during the reporting period also is required.  Actual results could differ from those estimates.

Cash and temporary cash investments

Cash and temporary cash investments represent store cash and Euros held to settle Euro-denominated contracts.  The Company valued its carrying amount of Euros at the spot rates as of January 30, 2010 and January 31, 2009.

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Inventories

Inventories are stated at the lower of cost (principally on a last-in, first-out “LIFO” basis) or market.  In total, approximately 97% and 98% of inventories for 2009 and 2008, respectively, were valued using the LIFO method.  Cost for the balance of the inventories, including substantially all fuel inventories, was determined using the first-in, first-out (“FIFO”) method.  Replacement cost was higher than the carrying amount by $803 at January 30, 2010 and $754 at January 31, 2009.  The Company follows the Link-Chain, Dollar-Value LIFO method for purposes of calculating its LIFO charge or credit.

The item-cost method of accounting to determine inventory cost before the LIFO adjustment is followed for substantially all store inventories at the Company’s supermarket divisions.  This method involves counting each item in inventory, assigning costs to each of these items based on the actual purchase costs (net of vendor allowances and cash discounts) of each item and recording the cost of items sold.  The item-cost method of accounting allows for more accurate reporting of periodic inventory balances and enables management to more precisely manage inventory when compared to the retail method of accounting.

The Company evaluates inventory shortages throughout the year based on actual physical counts in its facilities.  Allowances for inventory shortages are recorded based on the results of these counts to provide for estimated shortages as of the financial statement date.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost.  Depreciation expense, which includes the amortization of assets recorded under capital leases, is computed principally using the straight-line method over the estimated useful lives of individual assets.  Buildings and land improvements are depreciated based on lives varying from 10 to 40 years.  All new purchases of store equipment are assigned lives varying from three to nine years.  Leasehold improvements are amortized over the shorter of the lease term to which they relate, which varies from four to 25 years, or the useful life of the asset.  Manufacturing plant and distribution center equipment is depreciated over lives varying from three to 15 years.  Information technology assets are generally depreciated over five years.  Depreciation and amortization expense was $1,525 in 2009, $1,443 in 2008 and $1,355 in 2007.

Interest costs on significant projects constructed for the Company’s own use are capitalized as part of the costs of the newly constructed facilities.  Upon retirement or disposal of assets, the cost and related accumulated depreciation are removed from the balance sheet and any gain or loss is reflected in net earnings.

Deferred Rent

The Company recognizes rent holidays, including the time period during which the Company has access to the property for construction of buildings or improvements and escalating rent provisions on a straight-line basis over the term of the lease.  The deferred amount is included in Other Current Liabilities and Other Long-Term Liabilities on the Company’s Consolidated Balance Sheets.

Goodwill

The Company reviews goodwill for impairment during the fourth quarter of each year, and also upon the occurrence of trigger events.  The reviews are performed at the operating division level.  Generally, fair value is determined using a multiple of earnings, or discounted projected future cash flows, and is compared to the carrying value of a division for purposes of identifying potential impairment.  Projected future cash flows are based on management’s knowledge of the current operating environment and expectations for the future.  If potential for impairment is identified, the fair value of a division is measured against the fair value of its underlying assets and liabilities, excluding goodwill, to estimate an implied fair value of the division’s goodwill.  Goodwill impairment is recognized for any excess of the carrying value of the division’s goodwill over the implied fair value.  Results of the goodwill impairment reviews performed during 2009, 2008 and 2007 are summarized in Note 2 to the Consolidated Financial Statements.

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Impairment of Long-Lived Assets

The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether certain trigger events have occurred.  These events include current period losses combined with a history of losses or a projection of continuing losses or a significant decrease in the market value of an asset.  When a trigger event occurs, an impairment calculation is performed, comparing projected undiscounted future cash flows, utilizing current cash flow information and expected growth rates related to specific stores, to the carrying value for those stores.  If the Company identifies impairment for long-lived assets to be held and used, the Company compares the assets’ current carrying value to the assets’ fair value.  Fair value is based on current market values or discounted future cash flows.  The Company records impairment when the carrying value exceeds fair market value.  With respect to owned property and equipment held for sale, the value of the property and equipment is adjusted to reflect recoverable values based on previous efforts to dispose of similar assets and current economic conditions.  Impairment is recognized for the excess of the carrying value over the estimated fair market value, reduced by estimated direct costs of disposal.  The Company recorded asset impairments in the normal course of business totaling $48, $26 and $24 in 2009, 2008 and 2007, respectively.  Included in the 2009 amount are asset impairments recorded totaling $24 for a southern California reporting unit.  Costs to reduce the carrying value of long-lived assets for each of the years presented have been included in the Consolidated Statements of Operations as “Operating, general and administrative” expense.

Store Closing Costs

The Company provides for closed store liabilities relating to the present value of the estimated remaining noncancellable lease payments after the closing date, net of estimated subtenant income.  The Company estimates the net lease liabilities using a discount rate to calculate the present value of the remaining net rent payments on closed stores.  The closed store lease liabilities usually are paid over the lease terms associated with the closed stores, which generally have remaining terms ranging from one to 20 years.  Adjustments to closed store liabilities primarily relate to changes in subtenant income and actual exit costs differing from original estimates.  Adjustments are made for changes in estimates in the period in which the change becomes known.  Store closing liabilities are reviewed quarterly to ensure that any accrued amount that is not a sufficient estimate of future costs, or that no longer is needed for its originally intended purpose, is adjusted to income in the proper period.

Owned stores held for disposal are reduced to their estimated net realizable value.  Costs to reduce the carrying values of property, equipment and leasehold improvements are accounted for in accordance with the Company’s policy on impairment of long-lived assets.  Inventory write-downs, if any, in connection with store closings, are classified in “Merchandise costs.”  Costs to transfer inventory and equipment from closed stores are expensed as incurred.

The following table summarizes accrual activity for future lease obligations of stores that were closed in the normal course of business:

	Future LeaseObligations
Balance at February 2, 2008	$	74
Additions	4
Payments	(13		)
Balance at January 31, 2009	65
Additions	4
Payments	(11		)
Balance at January 30, 2010	$	58

Interest Rate Risk Management

The Company uses derivative instruments primarily to manage its exposure to changes in interest rates.  The Company’s current program relative to interest rate protection and the methods by which the Company accounts for its derivative instruments are described in Note 6.

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Commodity Price Protection

The Company enters into purchase commitments for various resources, including raw materials utilized in its manufacturing facilities and energy to be used in its stores, manufacturing facilities and administrative offices.  The Company enters into commitments expecting to take delivery of and to utilize those resources in the conduct of the normal course of business.  The Company’s current program relative to commodity price protection and the methods by which the Company accounts for its purchase commitments are described in Note 6.

Benefit Plans

Effective February 3, 2007, the Company adopted the new standards for recognition and disclosure provisions (except for the measurement date change) for defined benefit pension and other postretirement plans, which requires the recognition of the funded status of its retirement plans on the Consolidated Balance Sheet.  Actuarial gains or losses, prior service costs or credits and transition obligations that have not yet been recognized are required to be recorded as a component of Accumulated Other Comprehensive Income (“AOCI”).  The Company adopted the measurement date provisions of these new standards effective February 3, 2008.  The majority of our pension and postretirement plans previously used a December 31 measurement date.  All plans are now measured as of the Company’s fiscal year end.  In 2008, the non-cash effect of the adoption of the measurement date provisions decreased shareowners’ equity by approximately $5 ($3 after-tax) and increased long-term liabilities by approximately $5.  There was no effect on the Company’s results of operations.

The determination of the obligation and expense for Company-sponsored pension plans and other post-retirement benefits is dependent on the selection of assumptions used by actuaries and the Company in calculating those amounts.  Those assumptions are described in Note 13 and include, among others, the discount rate, the expected long-term rate of return on plan assets and the rates of increase in compensation and health care costs.  Actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect the recognized expense and recorded obligation in future periods.  While the Company believes that the assumptions are appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the pension and other post-retirement obligations and future expense.

The Company also participates in various multi-employer plans for substantially all union employees.  Pension expense for these plans is recognized as contributions are funded.

The Company administers and makes contributions to the employee 401(k) retirement savings accounts.  Contributions to the employee 401(k) retirement savings accounts are expensed when contributed.  Refer to Note 13 for additional information regarding the Company’s benefit plans.

Stock Based Compensation

The Company accounts for stock options under fair value recognition provisions.  Under this method, the Company recognizes compensation expense for all share-based payments granted after January 29, 2006, as well as all share-based payments granted prior to, but not yet vested as of, January 29, 2006.  The Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award.  In addition, the Company records expense for restricted stock awards in an amount equal to the fair market value of the underlying stock on the grant date of the award, over the period the awards lapse.

Deferred Income Taxes

Deferred income taxes are recorded to reflect the tax consequences of differences between the tax basis of assets and liabilities and their financial reporting basis.  Refer to Note 4 for the types of differences that give rise to significant portions of deferred income tax assets and liabilities.  Deferred income taxes are classified as a net current or noncurrent asset or liability based on the classification of the related asset or liability for financial reporting purposes.  A deferred tax asset or liability that is not related to an asset or liability for financial reporting is classified according to the expected reversal date.

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Uncertain Tax Positions

Effective February 4, 2007, the Company adopted new standards for accounting for uncertainty in income taxes.  These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  These standards also provide guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Various taxing authorities periodically audit the Company’s income tax returns.  These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions.  In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures.  A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved.  As of January 30, 2010, the most recent examination concluded by the Internal Revenue Service covered the years 2002 through 2004.

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Self-Insurance Costs

The Company is primarily self-insured for costs related to workers’ compensation and general liability claims.  Liabilities are actuarially determined and are recognized based on claims filed and an estimate of claims incurred but not reported.  The liabilities for workers’ compensation claims are accounted for on a present value basis.  The Company has purchased stop-loss coverage to limit its exposure to any significant exposure on a per claim basis.  The Company is insured for covered costs in excess of these per claim limits.

The following table summarizes the changes in the Company’s self-insurance liability through January 30, 2010.

	2009			2008			2007
Beginning balance	$	468		$	470		$	440
Expense	202			189			215
Claim payments	(185		)	(191		)	(185		)
Ending balance	485			468			470
Less current portion	(182		)	(192		)	(183		)
Long-term portion	$	303		$	276		$	287

The current portion of the self-insured liability is included in “Other current liabilities”, and the long-term portion is included in “Other long-term liabilities” in the Consolidated Balance Sheets.

The Company is also similarly self-insured for property-related losses.  The Company has purchased stop-loss coverage to limit its exposure to losses in excess of $25 on a per claim basis, except in the case of an earthquake, for which stop-loss coverage is in excess of $50 per claim, up to $200 per claim in California and $300 outside of California.

Revenue Recognition

Revenues from the sale of products are recognized at the point of sale.  Discounts provided to customers by the Company at the time of sale, including those provided in connection with loyalty cards, are recognized as a reduction in sales as the products are sold.  Discounts provided by vendors, usually in the form of paper coupons, are not recognized as a reduction in sales provided the coupons are redeemable at any retailer that accepts coupons.  The Company records a receivable from the vendor for the difference in sales price and cash received.  Pharmacy sales are recorded when provided to the customer.  Sales taxes are not recorded as a component of sales.  The Company does not recognize a sale when it sells its own gift cards and gift certificates.  Rather, it records a deferred liability equal to the amount received.  A sale is then recognized when the gift card or gift certificate is redeemed to purchase the Company’s products.  Gift card and certificate breakage is recognized when redemption is deemed remote.

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Merchandise Costs

The “Merchandise costs” line item of the Consolidated Statements of Operations includes product costs, net of discounts and allowances; advertising costs (see separate discussion below); inbound freight charges; warehousing costs, including receiving and inspection costs; transportation costs; and manufacturing production and operational costs.  Warehousing, transportation and manufacturing management salaries are also included in the “Merchandise costs” line item; however, purchasing management salaries and administration costs are included in the “Operating, general, and administrative” line item along with most of the Company’s other managerial and administrative costs.  Rent expense and depreciation expense are shown separately in the Consolidated Statements of Operations.

Warehousing and transportation costs include distribution center direct wages, repairs and maintenance, utilities, inbound freight and, where applicable, third party warehouse management fees, as well as transportation direct wages and repairs and maintenance.  These costs are recognized in the periods the related expenses are incurred.

The Company believes the classification of costs included in merchandise costs could vary widely throughout the industry.  The Company’s approach is to include in the “Merchandise costs” line item the direct, net costs of acquiring products and making them available to customers in its stores.  The Company believes this approach most accurately presents the actual costs of products sold.

The Company recognizes all vendor allowances as a reduction in merchandise costs when the related product is sold.  When possible, vendor allowances are applied to the related product cost by item and, therefore, reduce the carrying value of inventory by item.  When the items are sold, the vendor allowance is recognized.  When it is not possible, due to systems constraints, to allocate vendor allowances to the product by item, vendor allowances are recognized as a reduction in merchandise costs based on inventory turns and, therefore, recognized as the product is sold.

Advertising Costs

The Company’s advertising costs are recognized in the periods the related expenses are incurred and are included in the “Merchandise costs” line item of the Consolidated Statements of Operations.  The Company’s pre-tax advertising costs totaled $529 in 2009, $532 in 2008 and $506 in 2007.  The Company does not record vendor allowances for co-operative advertising as a reduction of advertising expense.

Deposits In-Transit

Deposits in-transit generally represent funds deposited to the Company’s bank accounts at the end of the year related to sales, a majority of which were paid for with credit cards and checks, to which the Company does not have immediate access.

Consolidated Statements of Cash Flows

For purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be temporary cash investments.  Book overdrafts, which are included in accounts payable, represent disbursements that are funded as the item is presented for payment.  Book overdrafts totaled $677, $663 and $661 as of January 30, 2010, January 31, 2009, and February 2, 2008, respectively, and are reflected as a financing activity in the Consolidated Statements of Cash Flows.

Segments

The Company operates retail food and drug stores, multi-department stores, jewelry stores, and convenience stores throughout the United States.  The Company’s retail operations, which represent substantially all of the Company’s consolidated sales, are its only reportable segment. All of the Company’s operations are domestic.

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2.GOODWILL

The following table summarizes the changes in the Company’s net goodwill balance through January 30, 2010.

	2009			2008
Balance beginning of the year
Goodwill	$	3,672		$	3,545
Accumulated impairment losses	(1,401		)	(1,401		)
	2,271			2,144
Activity during the year
Goodwill impairment charge	(1,113		)	—
Goodwill recorded	—			127
	(1,113		)	127
Balance end of year
Goodwill	3,672			3,672
Accumulated impairment losses	(2,514		)	(1,401		)
	$	1,158		$	2,271

Testing for impairment must be performed annually, or on an interim basis upon the occurrence of a triggering event or a change in circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  The annual evaluation of goodwill performed during the fourth quarter of 2009, 2008 and 2007 did not result in impairment.  In the third quarter of 2009, the Company’s operating performance suffered due to deflation and intense competition.  During the third quarter of 2009, based on revised forecasts for 2009 and the initial results of the Company’s 2010 annual budget process of the supermarket reporting units, management believed that there were circumstances evident to warrant impairment testing of these reporting units.  In the third quarter of 2009, the Company did not test the variable interest entities with recorded goodwill for impairment as no triggering event occurred.

Based on the results of the Company’s step 1 analysis in the third quarter of 2009, the Ralphs reporting unit in Southern California was the only reporting unit for which there was a potential impairment.  The operating performance of the Ralphs reporting unit was significantly affected by the current economic conditions and responses to competitive actions in Southern California.  As a result of this decline in current and future expected cash flows, along with comparable fair value information, management concluded that the carrying value of goodwill for the Ralphs reporting unit exceeded its implied fair value, resulting in a pre-tax impairment charge of $1,113 ($1,036 after-tax).  Subsequent to the impairment, no goodwill remains at the Ralphs reporting unit.

Based on current and future expected cash flows, the Company believes additional goodwill impairments are not reasonably possible.  A 10% reduction in fair value of the Company’s reporting units would not indicate a potential for impairment of the Company’s remaining goodwill balance, except for one supermarket and one variable interest entity reporting unit with recorded goodwill of $19 and $102, respectively.

In 2008, the Company had additions to goodwill in the amount of $127.  The recorded goodwill was due to investments made in The Little Clinic LLC and becoming the primary beneficiary of i-wireless, LLC in 2008.

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3.PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consists of:

	2009			2008
Land	$	2,058		$	1,944
Buildings and land improvements	6,999			6,457
Equipment	9,553			8,993
Leasehold improvements	5,483			5,076
Construction-in-progress	1,010			880
Leased property under capital leases and financing obligations	570			550
Total property, plant and equipment	25,673			23,900
Accumulated depreciation and amortization	(11,744		)	(10,739		)
Property, plant and equipment, net	$	13,929		$	13,161

Accumulated depreciation for leased property under capital leases was $299 at January 30, 2010, and $283 at January 31, 2009.

Approximately $382 and $396, original cost, of Property, Plant and Equipment collateralized certain mortgages at January 30, 2010 and January 31, 2009, respectively.

4.TAXES BASED ON INCOME

The provision for taxes based on income consists of:

	2009		2008		2007
Federal
Current	$	193	$	304	$	758
Deferred	275		331		(143		)
	468		635		615
State and local
Current	41		46		71
Deferred	23		36		(22		)
	64		82		49
Total	$	532	$	717	$	664

A reconciliation of the statutory federal rate and the effective rate follows:

	2009		2008		2007
Statutory rate	35.0	%	35.0	%	35.0	%
State income taxes, net of federal tax benefit	7.1	%	2.7	%	1.7	%
Credits	(3.4	)%	(1.0	)%	(0.9	)%
Favorable resolution of issues	(2.5	)%	—		(1.8	)%
Goodwill impairment	53.9	%	—		—
Other changes, net	0.3	%	(0.2	)%	1.2	%
	90.4	%	36.5	%	35.2	%

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The tax effects of significant temporary differences that comprise tax balances were as follows:

	2009			2008
Current deferred tax assets:
Net operating loss and credit carryforwards	$	2		$	2
Compensation related costs	58			43
Total current deferred tax assets	60			45
Current deferred tax liabilities:
Insurance related costs	(119		)	(104		)
Inventory related costs	(228		)	(259		)
Other	(54		)	(43		)
Total current deferred tax liabilities	(401		)	(406		)
Current deferred taxes	$	(341	)	$	(361	)
Long-term deferred tax assets:
Compensation related costs	$	487		$	461
Lease accounting	100			100
Closed store reserves	69			65
Insurance related costs	85			64
Net operating loss and credit carryforwards	38			51
Other	3			13
Long-term deferred tax assets, net	782			754
Long-term deferred tax liabilities:
Depreciation	(1,337		)	(1,138		)
Other	(13		)	—
Total long-term deferred tax liabilities	(1,350		)	(1,138		)
Long-term deferred taxes	$	(568	)	$	(384	)

At January 30, 2010, the Company had net operating loss carryforwards for state income tax purposes of $337 that expire from 2010 through 2029.  The utilization of certain of the Company’s net operating loss carryforwards may be limited in a given year.

At January 30, 2010, the Company had State credits of $26, some of which expire from 2010 through 2027.  The utilization of certain of the Company’s credits may be limited in a given year.

Effective February 4, 2007, the Company adopted new standards for accounting for uncertainty in income taxes.  As of adoption, the total amount of gross unrecognized tax benefits for uncertain tax positions, including positions impacting only the timing of tax benefits, was $694.  A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	2009			2008			2007
Beginning balance	$	492		$	469		$	694
Additions based on tax positions related to the current year	111			53			49
Reductions based on tax positions related to the current year	(4		)	(6		)	(32		)
Additions for tax positions of prior years	33			4			11
Reductions for tax positions of prior years	(16		)	(11		)	(162		)
Settlements	(30		)	(17		)	(90		)
Reductions due to lapse of statute of limitation	—			—			(1		)
Ending balance	$	586		$	492		$	469

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The Company does not anticipate that changes in the amount of unrecognized tax benefits over the next twelve months will have a significant impact on its results of operations or financial position.

As of January 30, 2010, January 31, 2009 and February 2, 2008, the amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $132, $116 and $120 respectively.

To the extent interest and penalties would be assessed by taxing authorities on any underpayment of income tax, such amounts have been accrued and classified as a component of income tax expense.  During the years ended January 30, 2010, January 31, 2009 and February 2, 2008,  the Company recognized approximately $4,  $6 and $(11) respectively, in interest and penalties.  The Company had accrued approximately $108 and $99 for the payment of interest and penalties as of January 30, 2010 and January 31, 2009, respectively.

The IRS concluded a field examination of the Company’s 2002 — 2004 U.S. tax returns during the third quarter of 2007 and is currently auditing years 2005 — 2007.  The audit is expected to be completed in the next twelve months.  Additionally, the Company has a case in the U.S. Tax Court.  A decision on this case is expected within the next 12 months.  In connection with this case, the Company has extended the statute of limitations on our tax years after 1991 and those years remain open to examination.  States have a limited time frame to review and adjust federal audit changes reported.  Assessments made and refunds allowed are generally limited to the federal audit changes reported.

5.             DEBT OBLIGATIONS

Long-term debt consists of:

	2009			2008
Credit facility, commercial paper and money market borrowings	$	—		$	129
4.95% to 9.20% Senior notes and debentures due through 2038	7,308			7,186
5.00% to 9.95% Mortgages due in varying amounts through 2034	105			119
Other	163			163
Total debt	7,576			7,597
Less current portion	(549		)	(528		)
Total long-term debt	$	7,027		$	7,069

In 2008, the Company issued $400 of senior notes bearing an interest rate of 5.0% due in 2013, $375 of senior notes bearing an interest rate of 6.9% due in 2038 and $600 of senior notes bearing an interest rate of 7.5% due in 2014.

In 2009, the Company issued $500 of senior notes bearing an interest rate of 3.9% due in 2015, the proceeds of which will be used to repay $500 of senior notes bearing an interest rate of 8.05% maturing in the first quarter of 2010.  In 2009, the Company repaid $350 of senior notes bearing an interest rate of 7.25%.

As of January 30, 2010, the Company had a $2,500 Five-Year Credit Agreement maturing in 2011, unless earlier terminated by the Company.  Borrowings under the credit agreement bear interest at the option of the Company at a rate equal to either (i) the highest, from time to time of (A) the base rate of JP Morgan Chase Bank, N.A., (B) ½% over a moving average of secondary market morning offering rates for three-month certificates of deposit adjusted for reserve requirements, and (C) ½% over the federal funds rate or (ii) an adjusted Eurodollar rate based upon the London Interbank Offered Rate (“Eurodollar Rate”) plus an applicable margin.  In addition, the Company pays a facility fee in connection with the credit agreement.  Both the applicable margin and the facility fee vary based upon the Company’s achievement of a financial ratio or credit rating.  At January 30, 2010, the applicable margin was 0.19%, and the facility fee was 0.06%.  The credit facility contains covenants, which, among other things, require the maintenance of certain financial ratios, including fixed charge coverage and leverage ratios.  The Company may prepay the credit agreement in whole or in part, at any time, without a prepayment penalty.   In addition to the credit agreement, the Company maintained three uncommitted money market lines totaling $100 in the aggregate.  The money market lines allow the Company to borrow from banks at mutually agreed upon rates, usually at rates below the rates offered under the credit agreement.  As of January 30, 2010, the Company had no borrowings under its credit agreement, money market lines or outstanding commercial paper.  The outstanding letters of credit that reduce funds available under the Company’s credit agreement totaled $313 as of January 30, 2010.

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Most of the Company’s outstanding public debt is subject to early redemption at varying times and premiums, at the option of the Company.  In addition, subject to certain conditions, some of the Company’s publicly issued debt will be subject to redemption, in whole or in part, at the option of the holder upon the occurrence of a redemption event, upon not less than five days’ notice prior to the date of redemption, at a redemption price equal to the default amount, plus a specified premium.  “Redemption Event” is defined in the indentures as the occurrence of (i) any person or group, together with any affiliate thereof, beneficially owning 50% or more of the voting power of the Company, (ii) any one person or group, or affiliate thereof, succeeding in having a majority of its nominees elected to the Company’s Board of Directors, in each case, without the consent of a majority of the continuing directors of the Company or (iii) both a change of control and a below investment grade rating.

The aggregate annual maturities and scheduled payments of long-term debt, as of year-end 2009, and for the years subsequent to 2009 are:

2010	$	549
2011	513
2012	933
2013	1,514
2014	312
Thereafter	3,755
Total debt	$	7,576

6.DERIVATIVE FINANCIAL INSTRUMENTS

GAAP defines derivatives, requires that derivatives be carried at fair value on the balance sheet, and provides for hedge accounting when certain conditions are met.  The Company’s derivative financial instruments are recognized on the balance sheet at fair value.  Changes in the fair value of derivative instruments designated as “cash flow” hedges, to the extent the hedges are highly effective, are recorded in other comprehensive income, net of tax effects.  Ineffective portions of cash flow hedges, if any, are recognized in current period earnings.  Other comprehensive income or loss is reclassified into current period earnings when the hedged transaction affects earnings.  Changes in the fair value of derivative instruments designated as “fair value” hedges, along with corresponding changes in the fair values of the hedged assets or liabilities, are recorded in current period earnings.  Ineffective portions of fair value hedges, if any, are recognized in current period earnings.

The Company assesses, both at the inception of the hedge and on an ongoing basis, whether derivatives used as hedging instruments are highly effective in offsetting the changes in the fair value or cash flow of the hedged items.  If it is determined that a derivative is not highly effective as a hedge or ceases to be highly effective, the Company discontinues hedge accounting prospectively.

Interest Rate Risk Management

The Company is exposed to market risk from fluctuations in interest rates.  The Company manages its exposure to interest rate fluctuations through the use of interest rate swaps (fair value hedges) and forward-starting interest rate swaps (cash flow hedges).  The Company’s current program relative to interest rate protection contemplates hedging the exposure to changes in the fair value of fixed-rate debt attributable to changes in interest rates.  To do this, the Company uses the following guidelines: (i) use average daily outstanding borrowings to determine annual debt amounts subject to interest rate exposure, (ii) limit the average annual amount subject to interest rate reset and the amount of floating rate debt to a combined total of $2,500 or less, (iii) include no leverage products, and (iv) hedge without regard to profit motive or sensitivity to current mark-to-market status.

Annually, the Company reviews with the Financial Policy Committee of the Board of Directors compliance with these guidelines.  These guidelines may change as the Company’s needs dictate.

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Fair Value Interest Rate Swaps

The table below summarizes the outstanding interest rate swaps designated as fair value hedges as of January 30, 2010, and January 31, 2009.

	2009					2008
	PayFloating			PayFixed		PayFloating		PayFixed
Notional amount	$	1,625		$	—	$	—	$	—
Number of contracts	18			—		—		—
Duration in years	2.74			—		—		—
Average variable rate	3.80		%	—		—		—
Average fixed rate	5.87		%	—		—		—
Maturity	Between April 2012 and April 2013

The gain or loss on these derivative instruments as well as the offsetting gain or loss on the hedged items attributable to the hedged risk are recognized in current income as “Interest expense.”  These gains and losses for 2009 were as follows:

	Year-To-Date
	January 30, 2010
Income Statement Classification	Gain/(Loss) on Swaps		Gain/(Loss) on Borrowings
Interest Expense	$	26	$	(28	)

The following table summarizes the location and fair value of derivative instruments designated as fair value hedges on the Company’s Consolidated Balance Sheet:

	Asset Derivatives
	Fair Value
Derivatives Designated as Fair Value Hedging Instruments	January 30, 2010		Balance Sheet Location
Interest Rate Hedges	$	26	Other Assets

In 2008, the Company terminated nine fair value interest rate swaps with a total notional amount of $900.  Three of these terminated interest rate swaps were purchased and became ineffective fair value hedges in 2008.  The proceeds received at termination were credited to interest expense in the amount of $15.

As of January 30, 2010, the Company has unamortized proceeds from twelve interest rate swaps once classified as fair value hedges totaling approximately $31.  The unamortized proceeds are recorded as adjustments to the carrying values of the underlying debt and are being amortized over the remaining term of the debt.  As of January 30, 2010, the Company expects to reclassify an unrealized gain of $14 from this adjustment to the carrying values of the underlying debt to earnings over the next twelve months.

Cash Flow Forward-Starting Interest Rate Swaps

As of January 30, 2010 and January 31, 2009, the Company did not maintain any forward-starting interest rate swap derivatives.

The Company has unamortized net payments from three forward-starting interest rate swaps once classified as cash flow hedges totaling approximately $11 ($7 net of tax).  The unamortized proceeds and payments from these terminated forward-starting interest rate swaps have been recorded net of tax in other comprehensive income and will be amortized to earnings as the payments of interest to which the hedges relate are made.  As of January 30, 2010, the Company expects to reclassify an unrealized net loss of $3 from AOCI to earnings over the next twelve months.

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The following table summarizes the effect of the Company’s derivative instruments designated as cash flow hedges for 2009:

	Year-To-Date January 30, 2010
Derivatives in Cash Flow Hedging Relationships	Amount of Gain/(Loss) in AOCI on Derivative (Effective Portion)			Amount of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion)			Location of Gain/(Loss) Reclassified into Income (Effective Portion)
Forward-Starting Interest Rate Swaps, net of tax	$	(7	)	$	(2	)	Interest expense

Commodity Price Protection

The Company enters into purchase commitments for various resources, including raw materials utilized in its manufacturing facilities and energy to be used in its stores, warehouses, manufacturing facilities and administrative offices.  The Company enters into commitments expecting to take delivery of and to utilize those resources in the conduct of normal business.  Those commitments for which the Company expects to utilize or take delivery in a reasonable amount of time in the normal course of business qualify as normal purchases and normal sales.

7.FAIR VALUE MEASUREMENTS

In September 2006, the FASB issued new standards defining fair value, establishing a market-based framework for measuring fair value and expanding disclosures about fair value measurements.  The new standards did not expand or require any new fair value measurements.  The standards are effective for financial assets and financial liabilities for fiscal years beginning after November 15, 2007.  In February 2008, the FASB issued new standards deferring the effective date for most non-financial assets and non-financial liabilities to fiscal years beginning after November 15, 2008.  The Company adopted the new standards issued in September 2006 for financial assets and financial liabilities effective February 3, 2008 and adopted the remaining provisions of the new standards for nonfinancial assets and nonfinancial liabilities on February 1, 2009.

GAAP establishes a fair value hierarchy that prioritizes the inputs used to measure fair value.  The three levels of the fair value hierarchy defined in the standards are as follows:

Level 1 — Quoted prices are available in active markets for identical assets or liabilities;

Level 2 — Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable;

Level 3 — Unobservable pricing inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing an asset or liability.

For items carried at fair value in the consolidated financial statements, the following tables summarize the fair value of these instruments at January 30, 2010 and January 31, 2009:

January 30, 2010 Fair Value Measurements Using

	Quoted Prices in Active Markets for Identical Assets(Level 1)		Significant Other Observable Inputs(Level 2)		Significant Unobservable Inputs(Level 3)		Total
Available-for-Sale Securities	$	10	$	—	$	—	$	10
Long-Lived Assets	—		—		44		44
Interest Rate Hedges	—		26		—		26
Total	$	10	$	26	$	44	$	80

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January 31, 2009 Fair Value Measurements Using

	Quoted Prices in Active Markets for Identical Assets(Level 1)		Significant Other Observable Inputs(Level 2)		Significant Unobservable Inputs(Level 3)		Total
Available-for-Sale Securities	$	11	$	—	$	—	$	11
Long-Lived Assets	—		—		15		15
Total	$	11	$	—	$	15	$	26

Fair value measurements of non-financial assets and non-financial liabilities are primarily used in the impairment analysis of goodwill, other intangible assets, and long-lived assets and in the valuation of store lease exit costs.  The Company reviews goodwill and other intangible assets for impairment annually, during the fourth quarter of each fiscal year, and as circumstances indicate the possibility of impairment.  See Note 2 for further discussion related to the Company’s carrying value of goodwill and its goodwill impairment charge in 2009.   Long-lived assets and store lease exit costs were measured at fair value on a nonrecurring basis using Level 3 inputs as defined in the fair value hierarchy.  See Note 1 for further discussion of the Company’s policies and recorded amounts for impairments of long-lived assets and valuation of store lease exit costs.  In 2009, long-lived assets with a carrying amount of $92 were written down to their fair value of $44, resulting in an impairment charge of $48.  In 2008, long-lived assets with a carrying amount of $41 were written down to their fair value of $15, resulting in an impairment charge of $26.

Fair Value of Other Financial Instruments

Current and Long-term Debt

The fair value of the Company’s long-term debt, including current maturities, was estimated based on the quoted market price for the same or similar issues adjusted for illiquidity based on available market evidence.  If quoted market prices were not available, the fair value was based upon the net present value of the future cash flow using the forward interest rate yield curve in effect at respective year-ends.  At January 30, 2010, the fair value of total debt was $8,283 compared to a carrying value of $7,576.  At January 31, 2009, the fair value of total debt was $7,920 compared to a carrying value of $7,597.

Cash and Temporary Cash Investments, Store Deposits In-Transit, Receivables, Prepaid and Other Current Assets, Accounts Payable, Accrued Salaries and Wages and Other Current Liabilities

The carrying amounts of these items approximated fair value.

Long-term Investments

The fair values of these investments were estimated based on quoted market prices for those or similar investments, or estimated cash flows, if appropriate.  At January 30, 2010 and January 31, 2009, the carrying and fair value of long-term investments for which fair value is determinable was $68 and $67, respectively.

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8.LEASES AND LEASE-FINANCED TRANSACTIONS

While the Company’s current strategy emphasizes ownership of store real estate, the Company operates primarily in leased facilities. Lease terms generally range from 10 to 20 years with options to renew for varying terms. Terms of certain leases include escalation clauses, percentage rent based on sales or payment of executory costs such as property taxes, utilities or insurance and maintenance. Rent expense for leases with escalation clauses or other lease concessions are accounted for on a straight-line basis beginning with the earlier of the lease commencement date or the date the Company takes possession.  Portions of certain properties are subleased to others for periods generally ranging from one to 20 years.

Rent expense (under operating leases) consists of:

	2009			2008			2007
Minimum rentals	$	748		$	762		$	746
Contingent payments	11			12			11
Tenant income	(111		)	(115		)	(114		)
Total rent expense	$	648		$	659		$	643

Minimum annual rentals and payments under capital leases and lease-financed transactions for the five years subsequent to 2009 and in the aggregate are:

	CapitalLeases			OperatingLeases		Lease- FinancedTransactions
2010	$	54		$	764	$	5
2011	59			705		5
2012	49			652		5
2013	47			600		6
2014	43			546		6
Thereafter	221			3,692		109
	473			$	6,959	$	136
Less estimated executory costs included in capital leases	(1		)
Net minimum lease payments under capital leases	472
Less amount representing interest	(185		)
Present value of net minimum lease payments under capital leases	$	287

Total future minimum rentals under noncancellable subleases at January 30, 2010, were $280.

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9.EARNINGS PER COMMON SHARE

Net earnings attributable to The Kroger Co. per basic common share equals net earnings attributable to The Kroger Co. less income allocated to participating securities divided by the weighted average number of common shares outstanding.  Net earnings attributable to The Kroger Co. per diluted common share equals net earnings attributable to The Kroger Co. less income allocated to participating securities divided by the weighted average number of common shares outstanding, after giving effect to dilutive stock options.  The following table provides a reconciliation of net earnings attributable to The Kroger Co. and shares used in calculating net earnings attributable to The Kroger Co. per basic common share to those used in calculating net earnings attributable to The Kroger Co. per diluted common share:

	For the year endedJanuary 30, 2010					For the year endedJanuary 31, 2009					For the year endedFebruary 2, 2008
(in millions, except per share amounts)	Earnings(Numer-ator)		Shares(Denomi-nator)	PerShareAmount		Earnings(Numer-ator)		Shares(Denomi-nator)	PerShareAmount		Earnings(Numer-ator)		Shares(Denomi-nator)	PerShareAmount
Net earnings attributable toThe Kroger Co. per basic common share	$	69	647	$	0.11	$	1,242	652	$	1.91	$	1,204	690	$	1.75
Dilutive effect of stock options			3					6					7
Net earnings attributable toThe Kroger Co. per diluted common share	$	69	650	$	0.11	$	1,242	658	$	1.89	$	1,204	697	$	1.73

The Company had undistributed and distributed earnings to participating securities totaling $1, $7 and $5 in 2009, 2008 and 2007, respectively.

For the years ended January 30, 2010, January 31, 2009 and February 2, 2008, there were options outstanding for approximately 20.2 million, 11.8 million and 2.0 million shares of common stock, respectively, that were excluded from the computation of net earnings attributable to The Kroger Co. per diluted common share.  These shares were excluded because their inclusion would have had an anti-dilutive effect on EPS.

The share amounts above for 2008 and 2007 differ from those previously reported due to adopting the new standards that clarify that share-based payment awards that entitle their holders to receive nonforfeitable dividends before vesting should be considered participating securities and included in the calculation of basic EPS.  The Company adopted the new standards effective February 1, 2009.

10.STOCK OPTION PLANS

The Company grants options for common stock (“stock options”) to employees, as well as to its non-employee directors, under various plans at an option price equal to the fair market value of the stock at the date of grant.  The Company accounts for stock options under the fair value recognition provisions.  Under this method, the Company recognizes compensation expense for all share-based payments granted after January 29, 2006, as well as all share-based payments granted prior to, but not yet vested as of, January 29, 2006.  The Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award.  Equity awards may be made at one of four meetings of its Board of Directors occurring shortly after the Company’s release of quarterly earnings.  The 2009 primary grant was made in conjunction with the June meeting of the Company’s Board of Directors.

Stock options typically expire 10 years from the date of grant.  Stock options vest between one and five years from the date of grant, or for certain stock options, the earlier of the Company’s stock reaching certain pre-determined and appreciated market prices or nine years and six months from the date of grant.  At January 30, 2010, approximately 18 million shares of common stock were available for future option grants under these plans.

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In addition to the stock options described above, the Company awards restricted stock to employees under various plans.  The restrictions on these awards generally lapse between one and five years from the date of the awards.  The Company records expense for restricted stock awards in an amount equal to the fair market value of the underlying stock on the grant date of the award, over the period the awards lapse.  As of January 30, 2010, approximately seven million shares of common stock were available for future restricted stock awards under the 2005 and 2008 Long-Term Incentive Plans (the “Plans”).  The Company has the ability to convert shares available for stock options under the Plans to shares available for restricted stock awards.  Four shares available for common stock option awards can be converted into one share available for restricted stock awards.

All awards become immediately exercisable upon certain changes of control of the Company.

Stock Options

Changes in options outstanding under the stock option plans are summarized below:

	Sharessubjectto option(in millions)		Weighted-averageexerciseprice
Outstanding, year-end 2006	51.9		$	20.09
Granted	3.4		$	28.21
Exercised	(10.1	)	$	19.05
Canceled or Expired	(0.4	)	$	20.79
Outstanding, year-end 2007	44.8		$	20.94
Granted	3.5		$	28.49
Exercised	(8.3	)	$	21.04
Canceled or Expired	(0.3	)	$	23.08
Outstanding, year-end 2008	39.7		$	21.58
Granted	3.6		$	22.25
Exercised	(3.4	)	$	16.57
Canceled or Expired	(5.2	)	$	27.12
Outstanding, year-end 2009	34.7		$	21.30

A summary of options outstanding and exercisable at January 30, 2010 follows:

Range of Exercise Prices	Numberoutstanding	Weighted-averageremainingcontractual life	Weighted-average exercise price		Optionsexercisable	Weighted-average exercise price
	(in millions)	(in years)			(in millions)
$13.78 - $16.39	8.3	4.10	$	15.68	7.7	$	15.62
$16.40 - $19.60	5.0	3.77	$	17.26	4.9	$	17.25
$19.61 - $22.98	6.4	7.87	$	21.29	2.2	$	20.11
$22.99 - $26.82	8.5	2.03	$	23.76	6.9	$	23.75
$26.83 - $28.62	6.5	7.88	$	28.45	3.3	$	28.41
$13.78 - $28.62	34.7	4.95	$	21.30	25.0	$	20.25

The weighted-average remaining contractual life for options exercisable at January 30, 2010, was approximately 4.0 years.  The intrinsic value of options outstanding and exercisable at January 30, 2010 was $73 and $68, respectively.

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Restricted stock

	Restrictedsharesoutstanding(in millions)		Weighted-averagegrant-datefair value
Outstanding, year-end 2006	2.4		$	20.02
Granted	2.5		$	28.20
Lapsed	(1.4	)	$	19.90
Canceled or Expired	(0.1	)	$	22.69
Outstanding, year-end 2007	3.4		$	25.89
Granted	2.5		$	28.42
Lapsed	(1.7	)	$	26.48
Canceled or Expired	(0.1	)	$	25.70
Outstanding, year-end 2008	4.1		$	27.22
Granted	2.6		$	22.22
Lapsed	(2.2	)	$	27.33
Canceled or Expired	(0.1	)	$	25.33
Outstanding, year-end 2009	4.4		$	24.25

The weighted-average fair value of stock options granted during 2009, 2008 and 2007 was $6.29, $8.65 and $9.66, respectively.  The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model, based on the assumptions shown in the table below.  The Black-Scholes model utilizes extensive judgment and financial estimates, including the term employees are expected to retain their stock options before exercising them, the volatility of the Company’s stock price over that expected term, the dividend yield over the term and the number of awards expected to be forfeited before they vest.  Using alternative assumptions in the calculation of fair value would produce fair values for stock option grants that could be different than those used to record stock-based compensation expense in the Consolidated Statements of Operations.  The decrease in the fair value of the stock options granted during 2009, compared to 2008 and 2007, resulted primarily from a decrease in the Company’s stock price.

The following table reflects the weighted-average assumptions used for grants awarded to option holders:

	2009		2008		2007
Weighted average expected volatility	28.06	%	27.89	%	29.23	%
Weighted average risk-free interest rate	3.17	%	3.63	%	5.06	%
Expected dividend yield	1.80	%	1.50	%	1.40	%
Expected term (based on historical results)	6.8 years		6.8 years		6.9 years

The weighted-average risk-free interest rate was based on the yield of a treasury note as of the grant date, continuously compounded, which matures at a date that approximates the expected term of options.  The dividend yield was based on our history and expectation of dividend payouts.  Expected volatility was determined based upon historical stock volatilities; however, implied volatility was also considered.  Expected term was determined based upon a combination of historical exercise and cancellation experience as well as estimates of expected future exercise and cancellation experience.

Total stock compensation recognized in 2009, 2008 and 2007 was $83, $91 and $87, respectively.  Stock option compensation recognized in 2009, 2008 and 2007 was $29, $35 and $51, respectively.  Restricted shares compensation recognized in 2009, 2008 and 2007 was $54, $56 and $36 respectively.

The total intrinsic value of options exercised was $6, $18 and $33 in 2009, 2008 and 2007, respectively.  The total amount of cash received in 2009 by the Company from the exercise of options granted under share-based payment arrangements was $51.  As of January 30, 2010, there was $112 of total unrecognized compensation expense remaining related to non-vested share-based compensation arrangements granted under the Company’s equity award plans.  This cost is expected to be recognized over a weighted-average period of approximately three years.  The total fair value of options that vested was $39, $53 and $53 in 2009, 2008 and 2007, respectively.

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Shares issued as a result of stock option exercises may be newly issued shares or reissued treasury shares.  Proceeds received from the exercise of options, and the related tax benefit, may be utilized to repurchase shares of the Company’s stock under a stock repurchase program adopted by the Company’s Board of Directors.  During 2009, the Company repurchased approximately three  million shares of stock in such a manner.

For share-based awards granted prior to the adoption of the fair value recognition provisions, the Company’s stock option grants generally contained retirement-eligibility provisions that caused the options to vest upon the earlier of the stated vesting date or retirement.  Compensation expense was calculated over the stated vesting periods, regardless of whether certain employees became retirement-eligible during the respective vesting periods.  Under the fair value recognition provisions, the Company continued this method of recognizing compensation expense for awards granted prior to the adoption of the fair value recognition provisions.  For awards granted on or after January 29, 2006, options vest based on the stated vesting date, even if an employee retires prior to the vesting date.  The requisite service period ends, however, on the employee’s retirement-eligible date.  As a result, the Company recognizes expense for stock option grants containing such retirement-eligibility provisions over the shorter of the vesting period or the period until employees become retirement-eligible (the requisite service period).

11.COMMITMENTS AND CONTINGENCIES

The Company continuously evaluates contingencies based upon the best available evidence.

The Company believes that allowances for loss have been provided to the extent necessary and that its assessment of contingencies is reasonable.  To the extent that resolution of contingencies results in amounts that vary from the Company’s estimates, future earnings will be charged or credited.

The principal contingencies are described below:

Insurance — The Company’s workers’ compensation risks are self-insured in certain states. In addition, other workers’ compensation risks and certain levels of insured general liability risks are based on retrospective premium plans, deductible plans, and self-insured retention plans.  The liability for workers’ compensation risks is accounted for on a present value basis.  Actual claim settlements and expenses incident thereto may differ from the provisions for loss.  Property risks have been underwritten by a subsidiary and are reinsured with unrelated insurance companies.  Operating divisions and subsidiaries have paid premiums, and the insurance subsidiary has provided loss allowances, based upon actuarially determined estimates.

Litigation — On October 6, 2006, the Company petitioned the Tax Court (In Re: Ralphs Grocery Company and Subsidiaries, formerly known as Ralphs Supermarkets, Inc., Docket No. 20364-06) for a redetermination of deficiencies set by the Commissioner of Internal Revenue.  The dispute at issue involves a 1992 transaction in which Ralphs Holding Company acquired the stock of Ralphs Grocery Company and made an election under Section 338(h)(10) of the Internal Revenue Code.  The Commissioner has determined that the acquisition of the stock was not a purchase as defined by Section 338(h)(3) of the Internal Revenue Code and that the acquisition does not qualify as a purchase.  The Company believes that it has strong arguments in favor of its position and believes it is more likely than not that its position will be sustained.  However, due to the inherent uncertainty involved in the litigation process, there can be no assurances that the Tax Court will rule in favor of the Company.  A decision on this case is expected within the next 12 months.  As of January 30, 2010, an adverse decision would require a cash payment up to approximately $488, including interest.  Any accounting implications of an adverse decision in this case would be charged through the statement of operations.

On February 2, 2004, the Attorney General for the State of California filed an action in Los Angeles federal court (California, ex rel Lockyer v. Safeway, Inc. dba Vons, a Safeway Company; Albertson’s, Inc. and Ralphs Grocery Company, a division of The Kroger Co., United States District Court Central District of California, Case No. CV04-0687) alleging that the Mutual Strike Assistance Agreement (the “Agreement”) between the Company, Albertson’s, Inc. and Safeway Inc. (collectively, the “Retailers”), which was designed to prevent the union from placing disproportionate pressure on one or more of the Retailers by picketing such Retailer(s) but not the other Retailer(s) during the labor dispute in southern California, violated Section 1 of the Sherman Act. The lawsuit seeks declarative and injunctive relief. On May 28, 2008, pursuant to a stipulation between the parties, the court entered a final judgment in favor of the defendants.  As a result of the stipulation and final judgment, there are no further claims to be litigated at the trial court level.  The Attorney General has appealed a trial court ruling to the Ninth Circuit Court of Appeals and the defendants are appealing a separate ruling.  Although this lawsuit is subject to uncertainties inherent in the litigation process, based on the information presently available to the Company, management does not expect that the ultimate resolution of this action will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

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Various claims and lawsuits arising in the normal course of business, including suits charging violations of certain antitrust, wage and hour, or civil rights laws, are pending against the Company. Some of these suits purport or have been determined to be class actions and/or seek substantial damages. Any damages that may be awarded in antitrust cases will be automatically trebled. Although it is not possible at this time to evaluate the merits of all of these claims and lawsuits, nor their likelihood of success, the Company is of the belief that any resulting liability will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

The Company continually evaluates its exposure to loss contingencies arising from pending or threatened litigation and believes it has made provisions where it is reasonably possible to estimate and where an adverse outcome is probable.  Nonetheless, assessing and predicting the outcomes of these matters involve substantial uncertainties. It remains possible that despite management’s current belief, material differences in actual outcomes or changes in management’s evaluation or predictions could arise that could have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

Guarantees — The Company has guaranteed half of the indebtedness of two real estate entities in which Kroger has a 50% ownership interest.  The Company’s share of the responsibility for this indebtedness, should the entities be unable to meet their obligations, totals approximately $7.  Based on the covenants underlying this indebtedness as of January 30, 2010, it is unlikely that the Company will be responsible for repayment of these obligations.  The Company also agreed to guarantee, up to $25, the indebtedness of an entity in which Kroger has a 50% ownership interest.  The Company’s share of the responsibility, as of January 30, 2010, should the entity be unable to meet its obligations, totals approximately $25 and is collateralized by approximately $9 of inventory located in the Company’s stores.  The Company consolidates the entity because it is the primary beneficiary, and therefore the entire $25 is a liability on the consolidated balance sheet.

Assignments — The Company is contingently liable for leases that have been assigned to various third parties in connection with facility closings and dispositions.  The Company could be required to satisfy the obligations under the leases if any of the assignees is unable to fulfill its lease obligations.  Due to the wide distribution of the Company’s assignments among third parties, and various other remedies available, the Company believes the likelihood that it will be required to assume a material amount of these obligations is remote.

12.STOCK

Preferred Stock

The Company has authorized five million shares of voting cumulative preferred stock; two million were available for issuance at January 30, 2010.  The stock has a par value of $100 per share and is issuable in series.

Common Stock

The Company has authorized one billion shares of common stock, $1 par value per share.  On May 20, 1999, the shareholders authorized an amendment to the Amended Articles of Incorporation to increase the authorized shares of common stock from one billion to two billion when the Board of Directors determines it to be in the best interest of the Company.

Common Stock Repurchase Program

The Company maintains stock repurchase programs that comply with Securities Exchange Act Rule 10b5-1 to allow for the orderly repurchase of The Kroger Co. stock, from time to time.  The Company made open market purchases totaling $156, $448 and $1,151 under these repurchase programs in 2009, 2008 and 2007, respectively.  In addition to these repurchase programs, in December 1999, the Company began a program to repurchase common stock to reduce dilution resulting from its employee stock option plans.  This program is solely funded by proceeds from stock option exercises, and the related tax benefit.  The Company repurchased approximately $62, $189 and $270 under the stock option program during 2009, 2008 and 2007, respectively.

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13.BENEFIT PLANS

Company-Sponsored Plans

The Company administers non-contributory defined benefit retirement plans for substantially all non-union employees and some union-represented employees as determined by the terms and conditions of collective bargaining agreements.  These include several qualified pension plans (the “Qualified Plans”) and a non-qualified plan (the “Non-Qualified Plan”).  The Non-Qualified Plan pays benefits to any employee that earns in excess of the maximum allowed for the Qualified Plans by Section 415 of the Internal Revenue Code.  The Company only funds obligations under the Qualified Plans.  Funding for the pension plans is based on a review of the specific requirements and on evaluation of the assets and liabilities of each plan.

In addition to providing pension benefits, the Company provides certain health care benefits for retired employees.  The majority of the Company’s employees may become eligible for these benefits if they reach normal retirement age while employed by the Company.  Funding of retiree health care benefits occurs as claims or premiums are paid.

Effective February 3, 2007, the Company adopted the new standards for recognition and disclosure provisions (except for the measurement date change) for defined benefit pension and other postretirement plans, which requires the recognition of the funded status of its retirement plans on the Consolidated Balance Sheet.  Actuarial gains or losses, prior service costs or credits and transition obligations that have not yet been recognized are required to be recorded as a component of AOCI.  The Company adopted the measurement date provisions of these new standards effective February 3, 2008.  The majority of our pension and postretirement plans previously used a December 31 measurement date.  All plans are now measured as of the Company’s fiscal year end.  In 2008, the non-cash effect of the adoption of the measurement date provisions decreased shareowners’ equity by approximately $5 ($3 after-tax) and increased long-term liabilities by approximately $5.  There was no effect on the Company’s results of operations.

Amounts recognized in AOCI as of January 30, 2010 consist of the following (pre-tax):

January 30, 2010	Pension Benefits		Other Benefits			Total
Unrecognized net actuarial loss (gain)	$	1,011	$	(62	)	$	949
Unrecognized prior service cost (credit)	4		(22		)	(18		)
Unrecognized transition obligation	1		—			1
Total	$	1,016	$	(84	)	$	932

Amounts in AOCI expected to be recognized as components of net periodic pension or postretirement benefit costs in 2010 are as follows (pre-tax):

January 30, 2010	Pension Benefits		Other Benefits			Total
Net actuarial loss (gain)	$	52	$	(2	)	$	50
Prior service cost (credit)	1		(5		)	(4		)
Total	$	53	$	(7	)	$	46

Other changes recognized in other comprehensive income in 2009 are as follows (pre-tax):

January 30, 2010	Pension Benefits			Other Benefits		Total
Incurred net actuarial loss	$	142		$	21	$	163
Amortization of prior service credit (cost)	(2		)	7		5
Amortization of net actuarial gain (loss)	(14		)	5		(9		)
Total recognized in other comprehensive income	126			33		159
Total recognized in net periodic benefit cost and other comprehensive income	$	157		$	49	$	206

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Information with respect to change in benefit obligation, change in plan assets, the funded status of the plans recorded in the Consolidated Balance Sheets, net amounts recognized at end of fiscal years, weighted average assumptions and components of net periodic benefit cost follow:

	Pension Benefits
	Qualified Plans						Non-Qualified Plan						Other Benefits
	2009			2008			2009			2008			2009			2008
Change in benefit obligation:
Benefit obligation at beginning of fiscal year	$	2,266		$	2,342		$	160		$	139		$	278		$	320
Service cost	35			39			2			2			10			10
Interest cost	158			151			11			10			18			18
Plan participants’ contributions	—			—			—			—			8			8
Amendments	—			—			—			3			—			—
Actuarial (gain) loss	354			(148		)	23			12			21			(55		)
Benefits paid	(109		)	(123		)	(9		)	(8		)	(23		)	(26		)
Other	2			5			—			2			—			3
Benefit obligation at end of fiscal year	$	2,706		$	2,266		$	187		$	160		$	312		$	278
Change in plan assets:
Fair value of plan assets at beginning of fiscal year	$	1,513		$	2,230		$	—		$	—		$	—		$	—
Actual return on plan assets	425			(619		)	—			—			—			—
Employer contributions	265			20			9			8			15			17
Plan participants’ contributions	—			—			—			—			8			9
Benefits paid	(109		)	(123		)	(9		)	(8		)	(23		)	(26		)
Other	2			5			—			—			—			—
Fair value of plan assets at end of fiscal year	$	2,096		$	1,513		$	—		$	—		$	—		$	—
Funded status at end of fiscal year	$	(610	)	$	(753	)	$	(187	)	$	(160	)	$	(312	)	$	(278	)
Net liability recognized at end of fiscal year	$	(610	)	$	(753	)	$	(187	)	$	(160	)	$	(312	)	$	(278	)

Other current liabilities as of January 30, 2010 and January 31, 2009 include $27 and $17 of net liability recognized, respectively.

As of January 30, 2010 and January 31, 2009, pension plan assets included no shares of The Kroger Co. common stock.

	Pension Benefits						Other Benefits
Weighted average assumptions	2009		2008		2007		2009		2008		2007
Discount rate — Benefit obligation	6.00	%	7.00	%	6.50	%	5.80	%	7.00	%	6.50	%
Discount rate — Net periodic benefit cost	7.00	%	6.50	%	5.90	%	7.00	%	6.50	%	5.90	%
Expected return on plan assets	8.50	%	8.50	%	8.50	%
Rate of compensation increase — Net periodic benefit cost	2.92	%	2.99	%	3.56	%
Rate of compensation increase — Benefit Obligation	2.92	%	2.92	%	2.99	%

The Company’s discount rate assumptions were intended to reflect the rates at which the pension benefits could be effectively settled.  They take into account the timing and amount of benefits that would be available under the plans. The Company’s methodology for selecting the discount rates as of year-end 2009 was to match the plan’s cash flows to that of a yield curve that provides the equivalent yields on zero-coupon corporate bonds for each maturity.  Benefit cash flows due in a particular year can theoretically be “settled” by “investing” them in the zero-coupon bond that matures in the same year.  The discount rates are the single rates that produce the same present value of cash flows.  The selection of the 6.00% and 5.80% discount rates as of year-end 2009 for pension and other benefits, respectively, represents the equivalent single rates constructed under a broad-market AA yield curve constructed by an outside consultant.  The Company utilized a discount rate of 7.00% for year-end 2008 for both pension and other benefits.  A 100 basis point increase in the discount rate would decrease the projected pension benefit obligation as of January 30, 2010, by approximately $316.

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To determine the expected return on pension plan assets, the Company considers current and anticipated plan asset allocations as well as historical and forecasted returns on various asset categories.  For 2009, 2008 and 2007, the Company assumed a pension plan investment return rate of 8.5%.  The Company pension plan’s average return was 5.9% for the 10 calendar years ended December 31, 2009, net of all investment management fees and expenses.  The value of all investments in its Company-sponsored defined benefit pension plans during the calendar year ending December 31, 2009, net of investment management fees and expenses, increased 23.8%, primarily due to the strength of the market in 2009.  The Company believes its 8.5% pension return assumption is appropriate.  For the past 20 years, the Company average annual return has been 10.0%, and the average annual rate of return for the S&P 500 has been 9.3%.  In addition, forward looking assumptions for investments made in a manner consistent with the Company’s target allocations indicate an 8.5% return assumption is reasonable.

The fair value of plan assets increased in 2009 compared to 2008 due to the strength of the global financial markets in 2009.  This increase caused the Company’s underfunded status to decrease at January 30, 2010.

The Company uses the RP-2000 projected 2015 mortality table in calculating the pension obligation.

	Pension Benefits
	Qualified Plans									Non-Qualified Plan						Other Benefits
	2009			2008			2007			2009		2008		2007		2009			2008			2007
Components of net periodic benefit cost:
Service cost	$	35		$	39		$	42		$	2	$	2	$	2	$	10		$	10		$	10
Interest cost	158			151			141			11		10		9		18			18			19
Expected return on plan assets	(191		)	(178		)	(165		)	—		—		—		—			—			—
Amortization of:
Prior service cost	—			—			1			2		2		2		(7		)	(7		)	(6		)
Actuarial (gain) loss	8			11			31			6		8		6		(5		)	(3		)	—
Net periodic benefit cost	$	10		$	23		$	50		$	21	$	22	$	19	$	16		$	18		$	23

The following table provides the projected benefit obligation (“PBO”), accumulated benefit obligation (“ABO”) and the fair value of plan assets for all Company-sponsored pension plans.

	Qualified Plans				Non-Qualified Plan
	2009		2008		2009		2008
PBO at end of fiscal year	$	2,706	$	2,266	$	187	$	160
ABO at end of fiscal year	$	2,506	$	2,096	$	172	$	138
Fair value of plan assets at end of year	$	2,096	$	1,513	$	—	$	—

The following table provides information about the Company’s estimated future benefit payments.

	Pension Benefits		Other Benefits
2010	$	125	$	18
2011	$	133	$	19
2012	$	144	$	20
2013	$	155	$	20
2014	$	165	$	22
2015 — 2019	$	999	$	136

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The following table provides information about the target and actual pension plan asset allocations.

	Target allocations		Actual allocations
	2009		2009		2008
Pension plan asset allocation
Global equity securities	23.0	%	24.2	%	21.4	%
Emerging market equity securities	8.9		8.7		3.5
Investment grade debt securities	16.1		12.9		17.9
High yield debt securities	13.6		14.3		12.7
Private equity	6.6		6.3		9.2
Hedge funds	20.9		21.7		22.9
Real estate	2.5		2.3		3.2
Other	8.4		9.6		9.2
Total	100.0	%	100.0	%	100.0	%

Investment objectives, policies and strategies are set by the Pension Investment Committee (the “Committee”) appointed by the CEO.  The primary objectives include holding, protecting and investing the assets and distributing benefits to participants and beneficiaries of the pension plans.  Investment objectives have been established based on a comprehensive review of the capital markets and each underlying plan’s current and projected financial requirements.  The time horizon of the investment objectives is long-term in nature and plan assets are managed on a going-concern basis.

Investment objectives and guidelines specifically applicable to each manager of assets are established and reviewed annually.  Derivative instruments may be used for specified purposes, including rebalancing exposures to certain asset classes.  Any use of derivative instruments for a purpose or in a manner not specifically authorized is prohibited, unless approved in advance by the Committee.

The current target allocations shown represent 2009 targets that were established in 2008 and revised slightly in 2009.  The Company will rebalance by liquidating assets whose allocation materially exceeds target, if possible, and investing in assets whose allocation is below target.  If markets are illiquid, the Company may not be able to rebalance to target quickly.  To maintain actual asset allocations consistent with target allocations, assets are reallocated or rebalanced periodically.  In addition, cash flow from employer contributions and participant benefit payments can be used to fund underweight asset classes and divest overweight asset classes, as appropriate.  The Company expects that cash flow will be sufficient to meet most rebalancing needs.  Although the Company is not required to make cash contributions to its Company-sponsored defined benefit pension plans during 2010, the Company expects to contribute approximately $110 million to these plans in 2010.  Additional contributions may be made if required under the Pension Protection Act to avoid any benefit restrictions. The Company expects any voluntary contributions made during 2010 will reduce its minimum required contributions in future years.

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans.  The Company used a 7.60% initial health care cost trend rate and a 4.50% ultimate health care cost trend rate to determine its expense.  A one-percentage-point change in the assumed health care cost trend rates would have the following effects:

	1% PointIncrease		1% PointDecrease
Effect on total of service and interest cost components	$	3	$	(3	)
Effect on postretirement benefit obligation	$	31	$	(33	)

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The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of January 30, 2010:

Assets at Fair Value as of January 30, 2010

	Quoted Prices in Active Markets for Identical Assets(Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs(Level 3)		Total
Cash and cash equivalents	$	6	$	—	$	—	$	6
Corporate Stocks	372		—		—		372
Corporate Bonds	—		53		—		53
U.S. Government Obligations	—		68		—		68
Mutual Funds/Collective Trusts	130		559		—		689
Partnerships/Joint Ventures	—		201		—		201
Hedge Funds	—		—		455		455
Private Equity	—		—		128		128
Real Estate	—		—		49		49
Other	—		75		—		75
Total	$	508	$	956	$	632	$	2,096

For measurements using significant unobservable inputs (Level 3) during 2009, a reconciliation of the beginning and ending balances is as follows:

	Hedge Funds		Private Equity			Real Estate
Beginning balance, February1, 2009	$	347	$	140		$	49
Contributions into Fund	24		12			17
Realized gains (losses)	—		—			(4		)
Unrealized gains (losses)	84		(11		)	(12		)
Distributions	—		(7		)	(1		)
Other	—		(6		)	—
Ending balance, January 30, 2010	$	455	$	128		$	49

See Note 7 for a discussion of the levels of the fair value hierarchy.  The assets’ fair value measurement level above is based on the lowest level of any input that is significant to the fair value measurement.

The following is a description of the valuation methods used for the plan’s assets measured at fair value in the above two tables:

·Cash: The carrying value approximates fair value.

·Corporate Stocks: The fair values of these securities are based on observable market quotations for identical assets and are valued at the closing price reported on the active market on which the individual securities are traded.

·Corporate Bonds: The fair values of these securities are primarily based on observable market quotations for identical or similar bonds, valued at the closing price reported on the active market on which the individual securities are traded.  When such quoted prices are not available, the bonds are valued using a discounted cash flows approach using current yields on similar instruments of issuers with similar credit ratings, including adjustments for certain risks that may not be observable, such as credit and liquidity risks.

·U.S. Government Obligations: Certain U.S. Government Obligations are valued at the closing price reported in the active market in which the security is traded. Other U.S. government securities are valued based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar securities, the security is valued under a discounted cash flows approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks.

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·Mutual Funds/Collective Trusts: The collective trust funds are public investment vehicles valued using a Net Asset Value (NAV) provided by the manager of each fund.  The NAV is based on the underlying net assets owned by the fund, divided by the number of shares outstanding.  The NAV’s unit price is quoted on a private market that is not active.  However, the NAV is based on the fair value of the underlying securities within the fund, which are traded on an active market, and valued at the closing price reported on the active market on which those individual securities are traded.

·Partnerships/Joint Ventures: These funds consist primarily of U.S. government securities, Corporate Bonds, and corporate stocks, which are valued in a manner consistent with these types of investments, noted above.

·Hedge Funds: Hedge funds are private investment vehicles valued using a Net Asset Value (NAV) provided by the manager of each fund.  The NAV is based on the underlying net assets owned by the fund, divided by the number of shares outstanding.  The NAV’s unit price is quoted on a private market that is not active.  The NAV is based on the fair value of the underlying securities within the funds, which are typically traded on an active market, and valued at the closing price reported on the active market on which those individual securities are traded.  For investments not traded on an active market, or for which a quoted price is not publicly available, a variety of unobservable valuation methodologies, including discounted cash flow, market multiple and cost valuation approaches, are employed by the fund manager to value investments.  Fair values of all investments are adjusted, if necessary, based on audits of the Hedge Fund financial statements; such adjustments are reflected in the fair value of the plan’s assets.

·Private Equity: Private Equity investments are valued based on the fair value of the underlying securities within the fund, which include investments both traded on an active market and not traded on an active market. For those investments that are traded on an active market, the values are based on the closing price reported on the active market on which those individual securities are traded.  For investments not traded on an active market, or for which a quoted price is not publicly available, a variety of unobservable valuation methodologies, including discounted cash flow, market multiple and cost valuation approaches, are employed by the fund manager to value investments.  Fair values of all investments are adjusted annually, if necessary, based on audits of the private equity fund financial statements; such adjustments are reflected in the fair value of the plan’s assets.

·Real Estate: Real estate investments include investments in real estate funds managed by a fund manager.  These investments are valued using a variety of unobservable valuation methodologies, including discounted cash flow, market multiple and cost valuation approaches.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuations methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement.

The Company contributed and expensed $115, $92 and $90 to employee 401(k) retirement savings accounts in 2009, 2008 and 2007, respectively.  The 401(k) retirement savings account plan provides to eligible employees both matching contributions and automatic contributions from the Company based on participant contributions, plan compensation, and length of service.

The Company also administers other defined contribution plans for eligible employees.  The cost of these plans for 2009, 2008 and 2007 was $8.

Multi-Employer Plans

The Company also contributes to various multi-employer pension plans based on obligations arising from most of its collective bargaining agreements.  These plans provide retirement benefits to participants based on their service to contributing employers.  The benefits are paid from assets held in trust for that purpose.  Trustees are appointed in equal number by employers and unions.  The trustees typically are responsible for determining the level of benefits to be provided to participants as well as for such matters as the investment of the assets and the administration of the plans.

The Company recognizes expense in connection with these plans as contributions are funded.  The Company made contributions to these funds, and recognized expense, of $233 in 2009, $219 in 2008, and $207 in 2007.

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Based on the most recent information available to it, the Company believes that the present value of actuarial accrued liabilities in most or all of these multi-employer plans substantially exceeds the value of the assets held in trust to pay benefits.  Moreover, if the Company were to exit certain markets or otherwise cease making contributions to these funds, the Company could trigger a substantial withdrawal liability.  Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably estimated.

14.RECENTLY ADOPTED ACCOUNTING STANDARDS

In December 2008, the FASB amended its existing standards to provide additional guidance on employers’ disclosures about the plan assets of defined benefit pension or other postretirement plans.  The new standards require disclosures about how investment allocation decisions are made, the fair value of each major category of plan assets, valuation techniques used to develop fair value measurements of plan assets, the effect of measurements on changes in plan assets when using significant unobservable inputs and significant concentrations of risk in the plan assets.  The new standards become effective for fiscal years ending after December 15, 2009.  The Company adopted the amended standards effective January 30, 2010.  See Note 13 to the Consolidated Financial Statements for the new required disclosures.

Effective May 24, 2009, the Company adopted new standards for subsequent events.  The purpose of the new standards is to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  See Note 17 to the Consolidated Financial Statements for the new required disclosures.

Effective May 24, 2009, the Company adopted  new standards that effect the accounting and disclosures related to certain financial instruments including: (a) providing additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased; (b) identifying circumstances that indicate a transaction is not orderly; (c) amending the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements; and (d) requiring disclosures about the fair value of financial instruments on an interim basis in addition to the annual disclosure requirements.  The new disclosures are included in Note 7 to the Consolidated Financial Statements.  The adoption of these new standards did not have a material effect on the Company’s Consolidated Financial Statements.

Effective February 1, 2009, the Company adopted the new standards that require enhanced disclosures on an entity’s derivative and hedging activities.  The new disclosures are included in Note 6 to the Consolidated Financial Statements.

Effective February 1, 2009, the Company adopted the new standards that clarify that share-based payment awards that entitle their holders to receive nonforfeitable dividends before vesting should be considered participating securities and included in the computation of EPS pursuant to the two-class method.  See Note 9 to the Consolidated Financial Statements for further discussion of its adoption.

Effective February 1, 2009, the Company adopted new standards related to business combinations.  The new standards expand the definitions of a business and the fair value measurement and reporting in a business combination.  All business combinations completed after February 1, 2009, will be accounted for under the new standards.

Effective February 1, 2009, the Company adopted new standards that deferred the fair value disclosures for most non-financial assets and non-financial liabilities to fiscal years beginning after November 15, 2008.  See Note 7 to the Consolidated Financial Statements for further discussion of the adoption of the new standards.

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In December 2007, the FASB amended its existing standards for a parent’s noncontrolling interest in a subsidiary and the accounting for future ownership changes with respect to the subsidiary.  The new standard defines a noncontrolling interest, previously called a minority interest, as the portion of equity in a subsidiary that is not attributable, directly or indirectly, to a parent.  The new standard requires, among other things, that a noncontrolling interest be clearly identified, labeled and presented in the consolidated balance sheet as equity, but separate from the parent’s equity; that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income; and that if a subsidiary is deconsolidated, the parent measure at fair value any noncontrolling equity investment that the parent retains in the former subsidiary and recognize a gain or loss in net income based on the fair value of the non-controlling equity investment.  The Company adopted the new standard effective February 1, 2009, and applied it retrospectively.  As a result, the Company reclassified noncontrolling interests in amounts of $95 from the mezzanine section to equity in the January 31, 2009 Consolidated Balance Sheet.  Certain reclassifications to the Consolidated Statements of Operations have been made to prior period amounts to conform to the presentation of the current period under the new standard.  Recorded amounts for prior periods previously presented as Net Earnings, which are now presented as Net Earnings Attributable to The Kroger Co., have not changed as a result of the adoption of the new standard.

Effective January 31, 2009, the Company adopted the amended standards related to disclosures about interests in VIEs.  These amended standards require additional disclosures about an entity’s involvement with variable interest entities and transfers of financial assets.  The adoption of these new amended standards did not change any disclosures in the Company’s Consolidated Financial Statements due to the Company’s VIE’s being immaterial.

15.RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2009, the FASB amended its existing standards to change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated.  The new standards will become effective for the Company’s fiscal year beginning January 31, 2010.  While the Company is still finalizing its evaluation of the impact of these amended standards on its Consolidated Financial Statements, the Company believes these new standards will not have a material impact on its Consolidated Financial Statements.

In January 2010, the FASB issued guidance which amends and clarifies existing guidance related to fair value measurements and disclosures. This guidance requires new disclosures for (1) transfers in and out of Level 1 and Level 2 and reasons for such transfers; and (2) the separate presentation of purchases, sales, issuances and settlement in the Level 3 reconciliation. It also clarifies guidance around disaggregation and disclosures of inputs and valuation techniques for Level 2 and Level 3 fair value measurements. This guidance is effective for the Company for the first quarter of 2010, except for the new disclosures in the Level 3 reconciliation. The Level 3 disclosures are effective for the Company for the first quarter of 2011.  The Company does not expect that this guidance will have a material impact on its Consolidated Financial Statements.

16.GUARANTOR SUBSIDIARIES

The Company’s outstanding public debt (the “Guaranteed Notes”) is jointly and severally, fully and unconditionally guaranteed by The Kroger Co. and some of its subsidiaries (the “Guarantor Subsidiaries”).  At January 30, 2010, a total of approximately $7,308 of Guaranteed Notes was outstanding.  The Guarantor Subsidiaries and non-guarantor subsidiaries are wholly-owned subsidiaries of The Kroger Co.  Separate financial statements of The Kroger Co. and each of the Guarantor Subsidiaries are not presented because the guarantees are full and unconditional and the Guarantor Subsidiaries are jointly and severally liable.  The Company believes that separate financial statements and other disclosures concerning the Guarantor Subsidiaries would not be material to investors.

The non-guaranteeing subsidiaries represent less than 3% on an individual and aggregate basis of consolidated assets, pre-tax earnings, cash flow, and equity.  Therefore, the non-guarantor subsidiaries’ information is not separately presented in the tables below.

There are no current restrictions on the ability of the Guarantor Subsidiaries to make payments under the guarantees referred to above, except, however, the obligations of each guarantor under its guarantee are limited to the maximum amount as will result in obligations of such guarantor under its guarantee not constituting a fraudulent conveyance or fraudulent transfer for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, or any similar Federal or state law (e.g., adequate capital to pay dividends under corporate laws).

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The following tables present summarized financial information as of January 30, 2010 and January 31, 2009 and for the three years ended January 30, 2010.

Condensed Consolidating

Balance Sheets

As of January 30, 2010

	The Kroger Co.		GuarantorSubsidiaries		Eliminations			Consolidated
Current assets
Cash and temporary cash investments	$	29	$	395	$	—		$	424
Deposits in-transit	76		578		—			654
Receivables	2,173		734		(1,998		)	909
Net inventories	460		4,442		—			4,902
Prepaid and other current assets	405		156		—			561
Total current assets	3,143		6,305		(1,998		)	7,450
Property, plant and equipment, net	1,823		12,106		—			13,929
Goodwill	5		1,153		—			1,158
Other assets	814		1,771		(2,029		)	556
Investment in and advances to subsidiaries	9,999		—		(9,999		)	—
Total Assets	$	15,784	$	21,335	$	(14,026	)	$	23,093
Current liabilities
Current portion of long-term debt including obligations under capital leases and financing obligations	$	579	$	—	$	—		$	579
Trade accounts payable	372		3,518		—			3,890
Other current liabilities	1,135		6,137		(4,027		)	3,245
Total current liabilities	2,086		9,655		(4,027		)	7,714
Long-term debt including obligations under capital leases and financing obligations
Face value of long-term debt including obligations under capital leases and financing obligations	7,420		—		—			7,420
Adjustment related to fair value interest rate hedges	57		—		—			57
Long-term debt including obligations under capital leases and financing obligations	7,477		—		—			7,477
Other long-term liabilities	1,315		1,681		—			2,996
Total Liabilities	10,878		11,336		(4,027		)	18,187
Shareowners’ Equity	4,906		9,999		(9,999		)	4,906
Total Liabilities and Shareowners’ equity	$	15,784	$	21,335	$	(14,026	)	$	23,093

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Condensed Consolidating

Balance Sheets

As of January 31, 2009

	The Kroger Co.		GuarantorSubsidiaries		Eliminations			Consolidated
Current assets
Cash and temporary cash investments	$	27	$	236	$	—		$	263
Deposits in-transit	71		560		—			631
Receivables	2,150		765		(1,971		)	944
Net inventories	384		4,521		—			4,905
Prepaid and other current assets	366		143		—			509
Total current assets	2,998		6,225		(1,971		)	7,252
Property, plant and equipment, net	1,747		11,414		—			13,161
Goodwill	5		2,266		—			2,271
Other assets	797		1,562		(1,786		)	573
Investment in and advances to subsidiaries	10,517		—		(10,517		)	—
Total Assets	$	16,064	$	21,467	$	(14,274	)	$	23,257
Current liabilities
Current portion of long-term debt including obligations under capital leases and financing obligations	$	558	$	—	$	—		$	558
Trade accounts payable	386		3,436		—			3,822
Other current liabilities	879		6,144		(3,757		)	3,266
Total current liabilities	1,823		9,580		(3,757		)	7,646
Long-term debt including obligations under capital leases and financing obligations
Face value of long-term debt including obligations under capital leases and financing obligations	7,460		—		—			7,460
Adjustment related to fair value interest rate hedges	45		—		—			45
Long-term debt including obligations under capital leases and financing obligations	7,505		—		—			7,505
Other long-term liabilities	1,436		1,370		—			2,806
Total Liabilities	10,764		10,950		(3,757		)	17,957
Shareowners’ Equity	5,300		10,517		(10,517		)	5,300
Total Liabilities and Shareowners’ equity	$	16,064	$	21,467	$	(14,274	)	$	23,257

66

Condensed Consolidating

Statements of Operations

For the Year ended January 30, 2010

	The Kroger Co.			GuarantorSubsidiaries			Eliminations			Consolidated
Sales	$	9,821		$	68,251		$	(1,339	)	$	76,733
Merchandise costs, including advertising, warehousing and transportation	8,027			52,270			(1,339		)	58,958
Operating, general and administrative	1,700			11,698			—			13,398
Rent	119			529			—			648
Depreciation and amortization	174			1,351			—			1,525
Goodwill impairment charge	—			1,113			—			1,113
Operating profit (loss)	(199		)	1,290			—			1,091
Interest expense	493			9			—			502
Equity in earnings of subsidiaries	787			—			(787		)	—
Earnings (loss) before income tax expense	95			1,281			(787		)	589
Income tax expense	25			507			—			532
Net earnings (loss) including noncontrolling interests	70			774			(787		)	57
Net loss attributable to noncontrolling interests	—			(13		)	—			(13		)
Net earnings (loss) attributable to The Kroger Co.	$	70		$	787		$	(787	)	$	70

Condensed Consolidating

Statements of Operations

For the Year ended January 31, 2009

	The Kroger Co.			GuarantorSubsidiaries		Eliminations			Consolidated
Sales	$	9,557		$	67,863	$	(1,272	)	$	76,148
Merchandise costs, including advertising, warehousing and transportation	7,816			52,000		(1,272		)	58,544
Operating, general and administrative	1,657			11,393		—			13,050
Rent	128			531		—			659
Depreciation and amortization	157			1,286		—			1,443
Operating profit (loss)	(201		)	2,653		—			2,452
Interest expense	480			5		—			485
Equity in earnings of subsidiaries	2,022			—		(2,022		)	—
Earnings (loss) before income tax expense	1,341			2,648		(2,022		)	1,967
Income tax expense	92			625		—			717
Net earnings (loss) including noncontrolling interests	1,249			2,023		(2,022		)	1,250
Net earnings attributable to noncontrolling interests	—			1		—			1
Net earnings (loss) attributable to The Kroger Co.	$	1,249		$	2,022	$	(2,022	)	$	1,249

67

Condensed Consolidating

Statements of Operations

For the Year ended February 2, 2008

	The Kroger Co.		GuarantorSubsidiaries		Eliminations			Consolidated
Sales	$	9,022	$	62,583	$	(1,269	)	$	70,336
Merchandise costs, including advertising, warehousing and transportation	6,877		48,103		(1,269		)	53,711
Operating, general and administrative	1,666		10,599		—			12,265
Rent	125		518		—			643
Depreciation and amortization	148		1,207		—			1,355
Operating profit	206		2,156		—			2,362
Interest expense	468		6		—			474
Equity in earnings of subsidiaries	1,539		—		(1,539		)	—
Earnings (loss) before income tax expense	1,277		2,150		(1,539		)	1,888
Income tax expense	68		596		—			664
Net earnings (loss) including noncontrolling interests	1,209		1,554		(1,539		)	1,224
Net earnings attributable to noncontrolling interests	—		15		—			15
Net earnings (loss) attributable to The Kroger Co.	$	1,209	$	1,539	$	(1,539	)	$	1,209

68

Condensed Consolidating

Statements of Cash Flows

For the Year ended January 30, 2010

	The Kroger Co.			GuarantorSubsidiaries			Consolidated
Net cash (used) provided by operating activities	$	(628	)	$	3,550		$	2,922
Cash flows from investing activities:
Payments for capital expenditures, excluding acquisitions	(217		)	(2,080		)	(2,297		)
Other	(3		)	(33		)	(30		)
Net cash used by investing activities	(214		)	(2,113		)	(2,327		)
Cash flows from financing activities:
Dividends paid	(238		)	—			(238		)
Proceeds from issuance of long-term debt	511			—			511
Payments on long-term debt	(432		)	—			(432		)
Proceeds from issuance of capital stock	55			—			55
Treasury stock purchases	(218		)	—			(218		)
Other	(139		)	27			(112		)
Net change in advances to subsidiaries	1,305			(1,305		)	—
Net cash (used) provided by financing activities	844			(1,278		)	(434		)
Net increase in cash and temporary cash investments	2			159			161
Cash and temporary cash investments:
Beginning of year	27			236			263
End of year	$	29		$	395		$	424

69

Condensed Consolidating

Statements of Cash Flows

For the Year ended January 31, 2009

	The Kroger Co.			GuarantorSubsidiaries			Consolidated
Net cash (used) provided by operating activities	$	(757	)	$	3,653		$	2,896
Cash flows from investing activities:
Payments for capital expenditures, excluding acquisitions	(257		)	(1,892		)	(2,149		)
Other	(39		)	9			(30		)
Net cash used by investing activities	(296		)	(1,883		)	(2,179		)
Cash flows from financing activities:
Dividends paid	(227		)	—			(227		)
Proceeds from issuance of long-term debt	1,377			—			1,377
Payments on long-term debt	(1,048		)	—			(1,048		)
Proceeds from issuance of capital stock	187			—			187
Treasury stock purchases	(637		)	—			(637		)
Other	(430		)	9			(421		)
Net change in advances to subsidiaries	1,759			(1,759		)	—
Net cash (used) provided by financing activities	981			(1,750		)	(769		)
Net increase (decrease) in cash and temporary cash investments	(72		)	20			(52		)
Cash from consolidated Variable Interest Entity	73			—			73
Cash and temporary cash investments:
Beginning of year	26			216			242
End of year	$	27		$	236		$	263

70

Condensed Consolidating

Statements of Cash Flows

For the Year ended February 2, 2008

	The Kroger Co.			GuarantorSubsidiaries			Consolidated
Net cash (used) provided by operating activities	$	(940	)	$	3,521		$	2,581
Cash flows from investing activities:
Payments for capital expenditures, excluding acquisitions	(210		)	(1,916		)	(2,126		)
Other	(29		)	(63		)	(92		)
Net cash used by investing activities	(239		)	(1,979		)	(2,218		)
Cash flows from financing activities:
Dividends paid	(202		)	—			(202		)
Proceeds from issuance of long-term debt	1,372			—			1,372
Payments on long-term debt	(560		)	—			(560		)
Proceeds from issuance of capital stock	224			—			224
Treasury stock purchases	(1,421		)	—			(1,421		)
Other	218			59			277
Net change in advances to subsidiaries	1,549			(1,549		)	—
Net cash (used) provided by financing activities	1,180			(1,490		)	(310		)
Net increase in cash and temporary cash investments	1			52			53
Cash and temporary cash investments:
Beginning of year	25			164			189
End of year	$	26		$	216		$	242

71

17.SUBSEQUENT EVENTS

In February 2010, the Company purchased the remaining outstanding shares of The Little Clinic LLC for $86.  At year-end 2009, The Little Clinic LLC was a consolidated VIE.

On March 9, 2010, the Company filed an action (The Kroger Co., et al. v. Excentus Corporation, Case No. 1:10-cv-00161-SSB, in the United States District Court for the Southern District of Ohio, Western Division at Cincinnati) seeking a declaration that the Company’s actions related to fuel rewards programs do not infringe certain patents allegedly held by Excentus Corporation and that certain patents allegedly held by Excentus Corporation are invalid.  Shortly after the Company filed the action, on March 9, 2010, Excentus Corporation filed an action against the Company (Excentus Corporation v. The Kroger Co., Case No. 3:10-cv-00483, in the United States District Court for the Northern District of Texas, Dallas Division) seeking to recover damages from the Company for its alleged infringement of patents claimed to be held by Excentus Corporation, along with injunctive relief enjoining the Company from infringing the patents by reason of its actions related to fuel reward programs.  Although these lawsuits are subject to uncertainties inherent in the litigation process and have only recently been filed, based on the information available to the Company, management does not expect that the ultimate resolution of these matters will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

18.QUARTERLY DATA (UNAUDITED)

	Quarter
2009	First(16 Weeks)		Second(12 Weeks)		Third(12 Weeks)			Fourth(12 Weeks)		Total Year(52 Weeks)
Sales	$	22,789	$	17,728	$	17,662		$	18,554	$	76,733
Net earnings (loss) attributable to The Kroger Co.	$	435	$	255	$	(875		$	255	$	70
Net earnings (loss) attributable to The Kroger Co. per basic common share	$	0.67	$	0.39	$	(1.35	)	$	0.39	$	0.11
Average number of shares used in basic calculation	648		648		646			644		647
Net earnings (loss) attributable to The Kroger Co. per diluted common share	$	0.66	$	0.39	$	(1.35	)	$	0.39	$	0.11
Average number of shares used in diluted calculation	651		651		646			648		650

	Quarter
2008	First(16 Weeks)		Second(12 Weeks)		Third(12 Weeks)		Fourth(12 Weeks)		Total Year(52 Weeks)
Sales	$	23,137	$	18,088	$	17,615	$	17,308	$	76,148
Net earnings attributable to The Kroger Co.	$	386	$	277	$	237	$	349	$	1,249
Net earnings attributable to The Kroger Co. per basic common share	$	0.58	$	0.42	$	0.36	$	0.54	$	1.91
Average number of shares used in basic calculation	657		651		649		648		652
Net earnings attributable to The Kroger Co. per diluted common share	$	0.58	$	0.42	$	0.36	$	0.53	$	1.89
Average number of shares used in diluted calculation	663		658		655		654		658

Annual amounts may not sum due to rounding.

72

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.CONTROLS AND PROCEDURES.

As of January 30, 2010, the Chief Executive Officer and the Chief Financial Officer, together with a disclosure review committee appointed by the Chief Executive Officer, evaluated Kroger’s disclosure controls and procedures.  Based on that evaluation, Kroger’s Chief Executive Officer and Chief Financial Officer concluded that Kroger’s disclosure controls and procedures were effective as of January 30, 2010.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There was no change in Kroger’s internal control over financial reporting during the fiscal quarter ended January 30, 2010, that has materially affected, or is reasonably likely to materially affect, Kroger’s internal control over financial reporting.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this evaluation, our management has concluded that the Company’s internal control over financial reporting was effective as of January 30, 2010.

The effectiveness of the Company’s internal control over financial reporting as of January 30, 2010, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which can be found in Item 8 of this Form 10-K.

ITEM 9B.OTHER INFORMATION.

None.

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PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this Item not otherwise set forth below is set forth under the headings Election of Directors and Information Concerning the Board of Directors in the definitive proxy statement to be filed by the Company with the Securities and Exchange Commission and is hereby incorporated by reference into this Form 10-K.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on its review of the copies of all Section 16(a) forms received by the Company, and any written representations from certain persons that no Forms 5 were required by those persons, the Company believes that during 2009 all filing requirements applicable to its officers, directors and 10% beneficial owners were timely satisfied, with one exception.  Mr. Ronald L. Sargent filed a Form 4 three days late, reporting phantom shares received in connection with a deferred compensation plan, due to a technical failure by the plan record keeper that caused him to receive late notification of the transaction.

EXECUTIVE OFFICERS OF THE COMPANY

The following is a list of the names and ages of the executive officers and the positions held by each such person or those chosen to become executive officers as of March 30, 2010.  Except as otherwise noted, each person has held office for at least five years.  Each officer will hold office at the discretion of the Board for the ensuing year until removed or replaced.

Name	Age	Recent Employment History
Kathleen S. Barclay	54	Ms. Barclay was elected Senior Vice President, Human Resources on December 10, 2009. Prior to her election, she headed Global Human Resources for General Motors Corporation for more than ten years.
Donald E. Becker	61	Mr. Becker was elected Executive Vice President on September 16, 2004 and Senior Vice President on January 26, 2000. Prior to his election, Mr. Becker was appointed President of the Company’s Central Marketing Area in 1996. Before this, Mr. Becker served in a number of key management positions in the Company’s Cincinnati/Dayton Marketing Area, including Vice President of Operations and Vice President of Merchandising. He joined the Company in 1969.
David B. Dillon	59	Mr. Dillon was elected Chairman of the Board on June 24, 2004 and Chief Executive Officer effective June 26, 2003. Prior to this, he was elected President and Chief Operating Officer effective January 26, 2000. Upon the merger with Fred Meyer, Inc., he was named President of the combined Company. Prior thereto, Mr. Dillon was elected President and Chief Operating Officer of Kroger effective June 18, 1995. Prior to this he was elected Executive Vice President on September 13, 1990, Chairman of the Board of Dillon Companies, Inc. on September 8, 1992, and President of Dillon Companies, Inc. on April 22, 1986.
Kevin M. Dougherty	57	Mr. Dougherty was elected Group Vice President, Logistics effective May 6, 2004. Mr. Dougherty joined the Company as Vice President, Supply Chain Operations in 2001. Before joining the Company, he maintained an independent consulting practice focusing on logistics and operational performance.
Joseph A. Grieshaber, Jr.	52	Mr. Grieshaber was elected Group Vice President, Perishables Merchandising and Procurement, effective August 4, 2003. Prior to this, he held a variety of management positions within the Company, most recently serving as Vice President of Merchandising for the Company’s Great Lakes Marketing Area. Mr. Grieshaber joined the Company in 1983.

74

Paul W. Heldman	58	Mr. Heldman was elected Executive Vice President effective May 5, 2006, Senior Vice President effective October 5, 1997, Secretary on May 21, 1992, and Vice President and General Counsel effective June 18, 1989. Prior to his election, he held various positions in the Company’s Law Department. Mr. Heldman joined the Company in 1982.
Scott M. Henderson	54	Mr. Henderson was elected Vice President effective June 26, 2003 and Treasurer effective January 6, 2002. Mr. Henderson joined the Company in 1981 as Manager of Financial Reporting. He held a variety of management positions and was promoted to Vice President of Planning in February 2000.
Christopher T. Hjelm	48	Mr. Hjelm joined the Company on August 28, 2005 as Senior Vice President and Chief Information Officer. From February 2005 to July 2005, he was Chief Information Officer of Travel Distribution Services for Cendant Corporation. From July 2003 to November 2004 Mr. Hjelm served as Chief Technology Officer for Orbitz LLC, which was acquired by Cendant Corporation in November 2004. Mr. Hjelm served as Senior Vice President for Technology at eBay Inc. from March 2002 to June 2003, and served as Executive Vice President for Broadband Network Services for At Home Company from June 2001 to February 2002. From January 2000 to June 2001, Mr. Hjelm served as Chairman, President and Chief Executive Officer of ZOHO Corporation. Prior to that, he held various key roles for 14 years with Federal Express Corporation, including that of Senior Vice President and Chief Information Officer.
Carver L. Johnson	60	Mr. Johnson was elected Chief Diversity Officer effective June 22, 2006. Prior to his election, Mr. Johnson served as Group Vice President of Management Information Systems. Prior to joining the Company in December 1999, he served as Vice President and Chief Information Officer of Gymboree. From 1993 to 1998, Mr. Johnson was Senior Systems Director of Corporate Services for Sears, Roebuck & Co. He previously held management positions with Jamesway Corp., Linens ‘n Things, and Pay ‘n Save Stores, Inc.
Calvin J. Kaufman	47	Mr. Kaufman was elected Group Vice President and President of Kroger Manufacturing on May 8, 2008. Prior to his election, Mr. Kaufman was appointed as Senior Director of Logistics in 2006. He joined the Fred Meyer logistics group in 1994 and was appointed Group Vice President of Logistics in 2002 and Vice President of Distribution Engineering in 1999. Before joining the Company, he worked for United Parcel Service first as operations manager and then as engineering department manager.
Lynn Marmer	57	Ms. Marmer was elected Group Vice President, Corporate Affairs effective January 19, 1998. Prior to her election, Ms. Marmer was an attorney in the Company’s Law Department. Ms. Marmer joined the Company in 1997. Before joining the Company she was a partner in the law firm of Dinsmore & Shohl.
W. Rodney McMullen	49	Mr. McMullen was elected President and Chief Operating Officer effective August 1, 2009. Prior to that he was elected Vice Chairman effective June 26, 2003, Executive Vice President, Strategy, Planning and Finance effective January 26, 2000, Executive Vice President and Chief Financial Officer effective May 20, 1999, Senior Vice President effective October 5, 1997, and Group Vice President and Chief Financial Officer effective June 18, 1995. Before that he was appointed Vice President, Control and Financial Services on March 4, 1993, and Vice President, Planning and Capital Management effective December 31, 1989. Mr. McMullen joined the Company in 1978 as a part-time stock clerk.

75

M. Marnette Perry	58	Ms. Perry was elected Senior Vice President effective July 20, 2003. Prior to that she was elected Group Vice President of Perishables Merchandising and Procurement on March 3, 2003. Prior to this she held a variety of significant positions with the Company, including President of the Company’s Michigan Marketing Area, and President of the Company’s Columbus Marketing Area. She joined the Company in 1972.
J. Michael Schlotman	52	Mr. Schlotman was elected Senior Vice President effective June 26, 2003, and Group Vice President and Chief Financial Officer effective January 26, 2000. Prior to that he was elected Vice President and Corporate Controller in 1995, and served in various positions in corporate accounting since joining the Company in 1985.
Paul J. Scutt	61	Mr. Scutt was elected Senior Vice President of Retail Operations on September 16, 2004 and he was elected Group Vice President of Retail Operations effective May 21, 2002. He has held a number of significant positions with the Company including Regional Vice President of the Company’s Hutchinson operations, and most recently as President of the Company’s Central Marketing Area.
M. Elizabeth Van Oflen	52	Ms. Van Oflen was elected Vice President and Controller on April 11, 2003. Prior to her election, she held various positions in the Company’s Finance and Tax Departments. Ms. Van Oflen joined the Company in 1982.
Della Wall	58	Ms. Wall was elected Group Vice President, Human Resources effective April 9, 2004. Prior to her election, she held various key positions in the Company’s human resources department, manufacturing group and drug store division, most recently serving as Vice President of Human Resources. Ms. Wall joined the Company in 1971.
R. Pete Williams	55	Mr. Williams was elected Senior Vice President on August 19, 2007. Prior to his election, Mr. Williams held a variety of key management positions with the Company, including President of the Company’s Mid-Atlantic Marketing Area, Vice President of Operations, Vice President of Merchandising, and Director of Labor Relations. He joined the Company in 1977.

76

ITEM 11.EXECUTIVE COMPENSATION.

The information required by this Item is set forth in the sections entitled Compensation Discussion and Analysis, Compensation Committee Report, Executive Compensation, and Compensation Policies as they Relate to Risk Management in the definitive proxy statement to be filed by the Company with the Securities and Exchange Commission and is hereby incorporated by reference into this Form 10-K.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table provides information regarding shares outstanding and available for issuance under the Company’s existing equity compensation plans.

Equity Compensation Plan Information

	(a)	(b)		(c)
Plan Category	Number of securities to be issued upon exerciseof outstanding options, warrants and rights	Weighted-averageexercise price ofoutstanding options, warrants and rights		Number of securitiesremaining for futureissuance under equitycompensation plans(excluding securitiesreflected in column (a))
Equity compensation plans approved by security holders	34,653,408	$	21.30	24,174,337
Equity compensation plans not approved by security holders	—	$	—	—
Total	34,653,408	$	21.30	24,174,337

The remainder of the information required by this Item is set forth in the Beneficial Ownership of Common Stock table in the definitive proxy statement to be filed by the Company with the Securities and Exchange Commission and is hereby incorporated by reference into this Form 10-K.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

This information required by this Item is set forth in the sections entitled Related Person Transactions and Information Concerning the Board of Directors-Independence in the definitive proxy statement to be filed by the Company with the Securities and Exchange Commission and is hereby incorporated by reference into this Form 10-K.

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES.

The information required by this Item is set forth in the section entitled Selection of Auditors — Disclosure of Auditor Fees in the definitive proxy statement to be filed by the Company with the Securities and Exchange Commission and is hereby incorporated by reference into this Form 10-K.

77

PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)1.Financial Statements:

(a)2.Financial Statement Schedules:

There are no Financial Statement Schedules included with this filing for the reason that they are not applicable or are not required or the information is included in the financial statements or notes thereto.

(a)3.(b)Exhibits

3.1Amended Articles of Incorporation are hereby incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 20, 2006, filed with the SEC on June 29, 2006.

3.2The Company’s regulations are hereby incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 26, 2007, filed with the SEC on July 3, 2007.

4.1Instruments defining the rights of holders of long-term debt of the Company and its subsidiaries are not filed as Exhibits because the amount of debt under each instrument is less than 10% of the consolidated assets of the Company.  The Company undertakes to file these instruments with the Commission upon request.

10.1* Non-Employee Directors’ Deferred Compensation Plan. Incorporated by reference to Appendix J to Exhibit 99.1 of Fred Meyer, Inc.’s Current Report on Form 8-K dated September 9, 1997, SEC File No. 1-13339.

10.2*The Kroger Co. Deferred Compensation Plan for Independent Directors.  Incorporated by reference to Exhibit 10.3 of the Company’s Form 10-K for the fiscal year ended January 29, 2005.

10.3*The Kroger Co. Executive Deferred Compensation Plan.  Incorporated by reference to Exhibit 10.4 of the Company’s Form 10-K for the fiscal year ended January 29, 2005.

10.4*The Kroger Co. 401(k) Retirement Savings Account Restoration Plan.  Incorporated by reference to Exhibit 10.4 of the Company’s Form 10-K for the fiscal year ended February 3, 2007.

10.5*Dillon Companies, Inc. Excess Benefit Pension Plan.  Incorporated by reference to Exhibit 10.5 of the Company’s Form 10-K for the fiscal year ended February 3, 2007.

10.6*The Kroger Co. Supplemental Retirement Plans for Certain Retirement Benefit Plan Participants.  Incorporated by reference to Exhibit 10.6 of the Company’s Form 10-K for the fiscal year ended February 3, 2007.

10.7*The Kroger Co. 2006 Long-Term Bonus Plan.

10.8*The Kroger Co. 2005 Long-Term Incentive Plan.  Incorporated by reference to Exhibit 4.2 of the Company’s Form S-8 filed with the SEC on June 23, 2005.

10.9*Form of Restricted Stock Grant Agreement under Long-Term Incentive Plans.  Incorporated by reference to Exhibit 10.9 of the Company’s Form 10-K for the fiscal year ended February 3, 2007.

78

10.10*Form of Non-Qualified Stock Option Grant Agreement under Long-Term Incentive Plans.  Incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the quarter ended May 24, 2008.

10.11Five Year Credit Agreement dated as of November 15, 2006, incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2006.

10.124(2) Commercial Paper Dealer Agreement between The Kroger Co., as Issuer and Banc of America Securities, LLC, as Dealer dated as of December 3, 2003, as amended on July 23, 2004, incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005.

10.134(2) Commercial Paper Dealer Agreement between The Kroger Co., as Issuer and Citigroup Global Markets Inc., as Dealer dated as of December 3, 2003, as amended on June 9, 2004, incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005.

10.14*Disclosure of compensation of non-employee directors. Incorporated by reference to Item 2.02 of the Company’s Form 8-K dated December 10, 2004.

10.15*The Kroger Co. Employee Protection Plan dated December 13, 2007.  Incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2008.

10.16*The Kroger Co. 2008 Long-Term Bonus Plan.  Incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2008.

10.17*The Kroger Co. 2008 Long-Term Incentive and Cash Bonus Plan.  Incorporated by reference to Exhibit 4.2 of the Company’s Form S-8 filed with the SEC on June 26, 2008.

10.18*Letter Agreement dated June 24, 2009 between the Company and Don W. McGeorge.  Incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the quarter ended August 15, 2009.

12.1Statement of Computation of Ratio of Earnings to Fixed Charges.

21.1Subsidiaries of the Registrant.

23.1Consent of Independent Registered Public Accounting Firm.

24.1Powers of Attorney.

31.1Rule 13a-14(a)/15d-14(a) Certification.

31.2Rule 13a-14(a)/15d-14(a) Certification.

32.1Section 1350 Certifications

101.INSXBRL Instance Document.

101.SCHXBRL Taxonomy Extension Schema Document.

101.CALXBRL Taxonomy Extension Calculation Linkbase Document.

101.DEFXBRL Taxonomy Extension Definition Linkbase Document.

101.LABXBRL Taxonomy Extension Label Linkbase Document.

101.PREXBRL Taxonomy Extension Presentation Linkbase Document.

*  Management contract or compensatory plan or arrangement.

79

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE KROGER CO.
Dated: March 30, 2010	By	(*David B. Dillon)
	David B. Dillon
	Chief Executive Officer
	(principal executive officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities indicated on the 30th of March 2010.

(*Reuben V. Anderson)	Director
Reuben V. Anderson
(*Robert D. Beyer)	Director
Robert D. Beyer
(*David B. Dillon)	Chairman, Chief Executive Officer and Director
David B. Dillon
(*John T. LaMacchia)	Director
John T. LaMacchia
(*David B. Lewis)	Director
David B. Lewis
(*W. Rodney McMullen)	President, Chief Operating Officer and Director
W. Rodney McMullen
(*Jorge P. Montoya)	Director
Jorge P. Montoya
(*Clyde R. Moore)	Director
Clyde R. Moore
(*Susan M. Phillips)	Director
Susan M. Phillips
(*Steven R. Rogel)	Director
Steven R. Rogel
(*James A. Runde)	Director
James A. Runde
(*Ronald L. Sargent)	Director
Ronald L. Sargent
(*J. Michael Schlotman)	Chief Financial Officer
J. Michael Schlotman	(principal financial officer)

80

(*Bobby S. Shackouls)	Director
Bobby S. Shackouls
(*M. Elizabeth Van Oflen)	Vice President & Controller
M. Elizabeth Van Oflen	(principal accounting officer)

By:	(*Bruce M. Gack)
	Bruce M. Gack
	Attorney-in-fact

81

EXHIBIT INDEX

Exhibit No.
3.1	Amended Articles of Incorporation are hereby incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 20, 2006, filed with the SEC on June 29, 2006.
3.2	The Company’s regulations are hereby incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 26, 2007, filed with the SEC on July 3, 2007.
4.1	Instruments defining the rights of holders of long-term debt of the Company and its subsidiaries are not filed as Exhibits because the amount of debt under each instrument is less than 10% of the consolidated assets of the Company.  The Company undertakes to file these instruments with the Commission upon request.
10.1*	Non-Employee Directors’ Deferred Compensation Plan. Incorporated by reference to Appendix J to Exhibit 99.1 of Fred Meyer, Inc.’s Current Report on Form 8-K dated September 9, 1997, SEC File No. 1-13339.
10.2*	The Kroger Co. Deferred Compensation Plan for Independent Directors.  Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-K for the fiscal year ended January 29, 2005.
10.3*	The Kroger Co. Executive Deferred Compensation Plan.  Incorporated by reference to Exhibit 10.4 of the Company’s Form 10-K for the fiscal year ended January 29, 2005.
10.4*	The Kroger Co. 401(k) Retirement Savings Account Restoration Plan. Incorporated by reference of Exhibit 10.4 of the Company’s Form 10-K for the fiscal year ended February 3, 2007.
10.5*	Dillon Companies, Inc. Excess Benefit Pension Plan. Incorporated by reference to Exhibit 10.5 of the Company’s Form 10-K for the fiscal year ended February 3, 2007.
10.6*	The Kroger Co. Supplemental Retirement Plans for Certain Retirement Benefit Plan Participants. Incorporated by reference to Exhibit 10.6 of the Company’s Form 10-K for the fiscal year ended February 3, 2007.
10.7*	The Kroger Co. 2006 Long Term Bonus Plan.
10.8*	The Kroger Co. 2005 Long-Term Incentive Plan.  Incorporated by reference to Exhibit 4.2 of the Company’s Form S-8 filed with the SEC on June 23, 2005.
10.9*	Form of Restricted Stock Grant Agreement under Long-Term Incentive Plans. Incorporated by reference to Exhibit 10.9 of the Company’s Form 10-K for the fiscal year ended February 3, 2007.
10.10*	Form of Non-Qualified Stock Option Grant Agreement under Long-Term Incentive Plans. Incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the quarter ended May 24, 2008.
10.11	Five Year Credit Agreement dated as of November 15, 2006, incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2006.
10.12	4(2) Commercial Paper Dealer Agreement between The Kroger Co., as Issuer and Banc of America Securities, LLC, as Dealer dated as of December 3, 2003, as amended on July 23, 2004, incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005.
10.13	4(2) Commercial Paper Dealer Agreement between The Kroger Co., as Issuer and Citigroup Global Markets Inc., as Dealer dated as of December 3, 2003, as amended on June 9, 2004, incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005.
10.14*	Disclosure of compensation of non-employee directors. Incorporated by reference to Item 2.02 of the Company’s Form 8-K dated December 10, 2004.

82

10.15*	The Kroger Co. Employee Protection Plan. Incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2008.
10.16*	The Kroger Co. 2008 Long-Term Bonus Plan. Incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2008.
10.17*	The Kroger Co. 2008 Long-Term Incentive and Cash Bonus Plan. Incorporated by reference to Exhibit 4.2 of the Company’s Form S-8 filed with the SEC on June 26, 2008.
10.18*	Letter Agreement dated June 24, 2009 between the Company and Don W. McGeorge. Incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the quarter ended August 15, 2009.
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges.
21.1	Subsidiaries of the Registrant.
23.1	Consent of Independent Registered Public Accounting Firm.
24.1	Powers of Attorney.
31.1	Rule 13a-14(a)/15d-14(a) Certification.
31.2	Rule 13a-14(a)/15d-14(a) Certification.
32.1	Section 1350 Certifications
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

*  Management contract or compensatory plan or arrangement.

83

EX-10.7

EXHIBIT 10.7

THE KROGER CO.

2006

LONG-TERM BONUS PLAN

1.  PURPOSE OF THE LONG-TERM BONUS PLAN.  The purpose of the Long-Term Bonus Plan is to reward participating Kroger executive employees for improved Company long-term performance.

2.  ELIGIBILITY.  Awards under this plan may be made only to employees who are executives of The Kroger Co. and its subsidiaries and affiliates at pay level 35 or higher and who are notified in writing by the Compensation Committee of their participation in the Plan.

3.  ADMINISTRATION.  The Compensation Committee of the Board of Directors will administer the Plan.  The Committee will construe and interpret the Plan.  The Committee has full authority and discretion to determine the timing of awards, to select from those eligible the individuals that will participate in the Plan, and to establish such other measures as may be necessary or appropriate to the objectives of the Plan.  All decisions regarding the vesting of awards under the Plan will be made by the Committee.  The Committee’s decisions will be final and binding on all parties, including the Company and all participants.

4.  AWARD CYCLE.  The 2006 Plan will be composed of two parts.  The first part of the Plan (the “Phase-In Period”) will include fiscal years 2006 and 2007.  The second part of the Plan (the “Term Period”) will include fiscal years 2006, 2007, 2008 and 2009.  The last day of fiscal 2007 will be the end of the award cycle for the Phase-In Period and the last day of fiscal 2009 will be the end of the award cycle for the Term Period (each referred to as an “Award Cycle”).  It is contemplated that a new plan will be adopted every two years, with each plan commencing after the 2006 Plan covering four years.

5.  LONG-TERM BONUS.  Each participant is eligible to earn a long-term bonus based on actual Company performance measured against the performance standards described below.

6.  COMPANY PERFORMANCE STANDARDS. Company performance will be measured in two ways:  (i) improvement in Customer 1st Tracker scores, and (ii) reductions in Total Operating Costs (excluding fuel) as a percentage of sales.

(a)Customer 1st Tracker:  Customer 1st Tracker is a measure of Company performance in four key areas (People, Shopping Experience, Product and Price) based on results of customer surveys.  The Customer 1st Tracker methodology to be used under this Plan is the one currently in use by the Company, subject to such modifications as the Committee may approve from time to time.  The average results for quarters 3 and 4 of 2004 will be the base against which performance under the Plan will be measured.

(b)Total Operating Costs:  Total operating costs, for purposes of the Plan, will be calculated by adding OG&A, depreciation, rent, warehouse and transportation costs, shrink and advertising expenses.  The total operating costs, as a percentage of sales, for fiscal year 2005 will be the base against which performance under the Plan will be measured.

7.  DETERMINING AWARD PAYOUTS.  Long-Term Bonus awards under the Plan will be calculated for both the Phase-In Period and the Term Period.  For the Phase-In Period, Customer 1st Tracker scores and Total Operating Costs will be determined as of the end of fiscal year 2007.  For the Term Period, Customer 1st Tracker scores and Total Operating Costs will be determined as of the end of fiscal year 2009.  Provided that improvement is achieved in each of the four key areas, for each one point improvement in the Customer 1st Tracker score, a bonus amount equal to one percent of the participant’s base salary as of January 28, 2006, will be earned.  For each basis point reduction in Total Operating Costs, an additional bonus amount equal to one-quarter of one percent of the participant’s base salary as of January 28, 2006, will be earned.

8.  PAYMENT OF AWARDS.  Awards, if any, earned under the terms of the Plan will be paid in cash.  Unless some other date is selected by the Committee, awards for the Phase-In Period will be paid in March of 2008, and awards for the Term Period will be paid in March of 2010.  Amounts earned under the Plan will not be taken into consideration in calculating earnings under any of the Company’s pension plans.

9.  ADJUSTMENTS.  The Committee will make such adjustments as it deems necessary or desirable based on changes in accounting or tax law, or on account of any acquisition, disposition or other developments that may affect the calculation of awards under the Plan.

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10. TERMINATION OF EMPLOYMENT, RETIREMENT, OR DEATH OF PARTICIPANT.

(a)  Participation in the Plan does not create a contract of employment, or grant any employee the right to be retained in the service of the Company. Any participant whose employment is terminated by the Company for cause, including but not limited to violations of The Kroger Co. Policy on Business Ethics; who voluntarily terminates his or her employment (other than in accordance with paragraph (b) below); or whose pay level drops below pay level 35, prior to the end of an Award Cycle, will forfeit all rights to payment under the Plan for that Award Cycle.

(b)  If a participant voluntarily terminates his or her employment after reaching age 55 with at least five years of service with the Company, participation will continue to the end of the Award Cycle, and that participant will be paid a prorata share of the amount earned according to the terms of the award proportionate to the period of active service during the Award Cycle.

(c) If a participant dies during an Award Cycle, participation will continue to the end of the Award Cycle, and the participant’s designated beneficiary (or if none, then the participant’s estate) will be paid a prorata share of the amount earned according to the terms of the award proportionate to the period of service during the Award Cycle before the participant’s death.

11. EFFECTIVE DATE OF PLAN. This plan will take effect on January 29, 2006.

12. AMENDMENT, SUSPENSION, OR TERMINATION OF PLAN. The Committee or the Board of Directors of the Company may at any time suspend, terminate or amend the plan in such respects as it deems to be in the best interests of the Company. No amendment will adversely affect any right of any participants, or their successors in interest, under the terms of any award made hereunder before the effective date of the amendment.

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DEFERRED COMPENSATION SUPPLEMENT TO

THE KROGER CO. 2006 LONG-TERM BONUS PLAN

Effective as of June 28, 2007

1.Establishment and Purpose of this Deferred Compensation Supplement

Effective as of June 28, 2007, The Kroger Co. (the “Company”) adopts this Deferred Compensation Supplement (the “Supplement”) to The Kroger Co. 2006 Long-Term Bonus Plan (the “Plan”). The purpose of the Supplement is to provide supplemental deferred compensation to certain highly compensated employees of the Company. The Supplement is intended to be unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Supplement is also intended to comply with the requirements of Section 409A of the Internal Revenue Code (the “Code”).

2.Definitions

As used in the Supplement, in addition to the terms defined in Section 1 of the Supplement, these words and phrases have the following meanings (all other capitalized terms in the Supplement have the meanings ascribed to them in the Plan, unless the context requires otherwise):

(a)“Account” means a bookkeeping account established on the records of the Company for a Participant which is credited with amounts deferred by a Participant and interest on those amounts under Section 4 of the Supplement.

(b)“Affiliate” means an organization which is (i) a member of the same controlled group of corporations (as defined in Code Section 414(b)) as the Company, (ii) a trade or business under common control (as defined in Code Section 414(c)) with the Company, (iii) an organization which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes the Company, or (iv) otherwise required to be aggregated with the Company under Code Section 414(o).

(c)“Board” means the Board of Directors of the Company.

(d)“Committee” means the Retirement Management Committee of the Company.

(e)“Company” means The Kroger Co., an Ohio corporation, or any successor.

(f)“Compensation Committee” means the Compensation Committee of the Board.

(g)“Designated Beneficiary” means the persons or entities designated by the Participant, in a form and manner acceptable to the Committee, to receive payment of the remaining balance of the Participant’s Account in the event the Participant dies before receiving the entire interest credited to his Account.

(h)“Election” means an election by an Eligible Employee, consistent with the terms of the Supplement and in a form and manner satisfactory to the Committee, to elect to defer a Long-Term Bonus for a Performance Period and to specify a time and form of payment for the portion of the Participant’s Account attributable to such deferred amounts.

(i)“Eligible Employee” means any individual who has been designated as eligible to participate in the Plan.

(j)“Insolvency” means an entity is unable to pay its debts as they become due, or is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(k)“Long-Term Bonus” means a bonus payable to an Eligible Employee under the Plan.

(l)“Participant” means an Eligible Employee who has elected to defer a Long-Term Bonus payable under the Plan in accordance with Section 3 of the Supplement.

(m)“Performance-Based Compensation” means compensation where the amount of, or entitlement to, the compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a Performance Period in which a Participant performs services. In determining whether an amount constitutes Performance-Based Compensation, the Committee shall apply the rules set forth in Treasury Regulation Section 1.409A-1(e), or any subsequent guidance.

(n)“Performance Period” means a period of at least twelve (12) months in which Performance-Based Compensation is determined for the performance of services. For purposes of the Supplement, the Committee had determined that the Phase-In Period and the Term Period each are a performance period.

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(o)“Plan Year” means the fiscal year of the Company.

(p)“Sub-Account” means the portion of a Participant’s Account which is attributable to the deferral of a Participant’s Long-Term Bonus for a particular Performance Period, along with interest credited with respect to such deferred Long-Term Bonus.

(q)“Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. An Unforeseeable Emergency will not include the need to send a Participant’s child to college or the desire to purchase a home.

3.Deferral Election.

(a)Election to Defer Long-Term Bonus. A Participant may file an Election to defer receipt of all or any portion of the Participant’s Long-Term Bonus that becomes payable under the Plan for each Performance Period. A Participant’s Election to defer receipt of a Long-Term Bonus must be made no later than six months prior to the end of the applicable Performance Period, and is irrevocable once made, and must designate the time and manner in which such deferred Long-Term Bonus, and interest on such deferred amount, is to be later paid in accordance with the distribution options set forth in Section 5.

(b)Designated Beneficiary. A Participant shall, in his Election, name a Designated Beneficiary with respect to amounts credited to his Sub-Account. The Participant need not specify the same Beneficiary for each Sub-Account. The Participant may change or revoke his designation of a Designated Beneficiary for one or more Sub-Accounts by written notice to the Committee or the Committee’s designee.

(c)Termination of Participation. An individual shall cease to be a Participant in this Supplement when all amounts allocated to the Participant’s Account have been paid under the terms of this Supplement.

4.Benefits.

(a)Crediting of Deferred Amounts. As of the date a Long-Term Bonus would otherwise be payable to a Participant under Section 8 of the Plan, a Participant’s Sub-Account shall be credited with an amount equal to the portion of the Long-Term Bonus deferred under this Supplement pursuant to the Participant’s Election for the Performance Period in question.

(b)Crediting of Interest. A Participant’s Sub-Account for each Performance Period shall be credited with interest based upon the interest rate established for the Plan Year by the Board, or by the Compensation Committee, before the beginning of each Plan Year. Once established by the Board or the Compensation Committee, such interest rate shall apply for subsequent Plan Years, unless changed by the Board or the Compensation Committee. For each Plan Year, a Participant’s Sub-Account shall be credited with interest on a quarterly basis pursuant to the following provisions:

(i)The interest for a calendar quarter shall be credited effective as of the last day of the calendar quarter.

(ii)The interest for a calendar quarter shall be in an amount equal to (A) ¼ of the applicable interest rate for the Plan Year, multiplied by (B) the average of the beginning and ending balances of the Participant’s Sub-Account for the calendar quarter.

(c)Effect upon the Kroger Consolidated Retirement Benefit Plan. Amounts deferred under the Supplement are not taken into account in computing the monthly benefits to which a Participant and/or Participant’s spouse or beneficiary is entitled under the Kroger Consolidated Retirement Benefit Plan.

5.Time and Form of Distribution.

(a)Distribution following Termination of Employment. A Participant, in the Participant’s Election for a Performance Period, shall specify the time and manner that the Participant’s Sub-Account attributable to the Performance Period is to be paid to the Participant upon the Participant’s termination of employment with the Company (for any reason other than death) from among the following choices:

4

(i)Immediate Lump Sum. The Sub-Account shall be paid to the Participant in a single cash lump sum payment as soon as administratively possible after the first day of the calendar quarter that occurs six months after the Participant’s termination of employment. The amount of the lump sum payment shall be equal to the balance of the Sub-Account as of the last day of the calendar quarter preceding the date of payment to the Participant.

(ii)Deferred (Next Year) Lump Sum. The Sub-Account shall be paid to the Participant in a single cash lump sum payment as soon as administratively possible after the later of (A) six months after the Participant’s termination of employment or (B) the first day of the calendar year following the date of the Participant’s termination of employment. The amount of the lump sum payment shall be equal to the balance of the Sub-Account as of the last day of the calendar quarter preceding the date of payment to the Participant.

In the event that the Participant dies before the date of actual payment of the lump sum payment, the Participant’s Designated Beneficiary shall receive the Participant’s lump sum payment at the same time and manner prescribed by subsection (i) or (ii), as applicable.

(iii)Immediate Quarterly Installments. The Sub-Account shall be paid to the Participant in quarterly installment payments (not less than 4 nor more than 40) commencing as soon as administratively possible after the first day of the calendar quarter that occurs six months after the Participant’s termination of employment. The amount of each quarterly installment shall be determined by dividing (A) the balance of the Sub-Account as of the last day of the calendar quarter preceding the quarterly installment payment to the Participant, by (B) the number of the remaining quarterly installment payments to be made to the Participant plus the payment currently being made.

(iv)Deferred (Retirement Age) Quarterly Installments. The Sub-Account shall be paid to the Participant in quarterly installment payments (not less than 4 nor more than 40) commencing as soon as administratively possible after the first day of the calendar quarter that occurs six months after the later of (A) the Participant’s termination of employment or (B) the date of the Participant’s retirement age specified in the Participant’s Election. The amount of each quarterly installment shall be determined by dividing (A) the balance of the Sub-Account as of the last day of the calendar quarter preceding the quarterly installment payment to the Participant, by (B) the number of the remaining quarterly installment payments to be made to the Participant plus the payment currently being made.

In the event that the Participant dies before commencement of the Participant’s quarterly installment payments, or the Participant dies after commencement of the Participant’s quarterly installment payments, the Participant’s Designated Beneficiary shall receive the Participant’s quarterly installment payments, at the election of the Participant in the Participant’s Election, either (A) at the same time and manner prescribed by subsections (iii) or (iv), as applicable, as if the quarterly installment payments were being made to the Participant or (B) in a single lump sum payment as soon as administratively possible after the first day of the calendar quarter following the date of the Participant’s death in an amount equal to the balance of the Sub-Account as of the last day of the calendar year preceding the date of payment to the Designated Beneficiary.

(b)Distribution upon the Death of a Participant. A Participant, in the Participant’s Election, shall specify the time and manner that a Sub-Account is to be paid to the Participant’s Designated Beneficiary upon the Participant’s death.

(i)Time and Manner of Payment. The Participant may elect one of the following time and manner of payments with respect to payments to the Participant’s Designated Beneficiary:

(A)Immediate (Next Quarter) Lump Sum. The Sub-Account shall be paid to the Participant’s Designated Beneficiary in a single cash lump sum payment as soon as administratively possible after the first day of the calendar quarter following the date of the Participant’s death. The amount of the lump sum payment shall be equal to the balance of the Sub-Account as of the last day of the calendar quarter preceding the date of payment to the Designated Beneficiary.

(B)Deferred (Next Year) Lump Sum. The Sub-Account shall be paid to the Participant’s Designated Beneficiary in a single cash lump sum as soon as administratively possible after the first day of the calendar year following the date of the Participant’s death. The amount of the lump sum payment shall be equal to the balance of the Sub-Account as of the last day of the calendar year preceding the date of payment to the Designated Beneficiary.

(C)Immediate (Next Quarter) Quarterly Installments. The Sub-Account shall be paid to the Participant’s Designated Beneficiary in quarterly installment payments (not less than 4 nor more than 40) commencing as soon as administratively possible after the first day of the calendar quarter following the date of the Participant’s death. The amount of each quarterly installment shall be determine by dividing (1) the balance of the Sub-Account as of the last day of the calendar quarter preceding the quarterly installment payment to the Designated Beneficiary, by (2) the number of the remaining quarterly installment payments to be made to the Designated Beneficiary plus the payment currently being made.

5

(ii)Special Death Distribution Provisions. In the event of the death of the Participant, the Committee must receive written notice and verification of the death of the Participant and reserves the right to delay distribution of a Participant’s Account to the Participant’s Designated Beneficiary until the Committee’s receipt and acceptance of such notice and verification.

The distribution options elected by the Participant in Sections 5(a) and (b) shall apply to and be binding upon any subsequent Designated Beneficiary, including any such subsequent Designated Beneficiary arising by a change by the Participant or by operation of any contingency provisions of the Participant’s beneficiary designation.

The Participant’s written designation of a Designated Beneficiary and its contingency provisions (if any) shall govern the determination of the proper person entitled to benefits under the Plan following the death of the Participant and the Participant’s Designated Beneficiary. However, in the absence of a specific contingency provision therefore with respect to any Sub-Account, the following default provisions shall apply:

(A)In the event that the Participant dies without any Designated Beneficiary, the Participant’s Designated Beneficiary shall be deemed the Participant’s estate.

(B)In the event that the Participant’s Designated Beneficiary dies after the Participant and with outstanding benefits under the Plan, such Designated Beneficiary’s own beneficiary designated in writing to the Committee (or, if none, the Designated Beneficiary’s estate) shall thereafter be considered the Participant’s Designated Beneficiary.

(C)In the event that the Participant and the Designated Beneficiary die simultaneously or under circumstances such that the order of death cannot be determined, the Participant, for purposes of the Plan, shall be deemed to have survived the Designated Beneficiary.

(c)Changes to Distribution Elections. The Committee may, in its discretion, allow a Participant to elect to defer the time of payment or change the form of payment of one or more of the Participant’s Sub-Accounts; provided, however, that no such election shall be effective unless:

(i)The election will not take effect until at least twelve (12) months after the date on which the election is made,

(ii)Except in the case of a payment as the result of the Participant’s death or the occurrence of an Unforeseeable Emergency, the first payment with respect to such election is deferred for not less than five years from the date on which such payment would otherwise have been made, and

(iii)Any election which is related to a payment at a specified time or pursuant to a fixed schedule may not be made less than twelve months prior to the date of the first scheduled payment under that election.

(d)Unforeseeable Emergency. If a Participant has an Unforeseeable Emergency, the Participant may apply in writing to the Committee for an emergency payment under this Section 5(d). The Company will pay to the Participant that portion of the Participant’s Account under the Plan as necessary to meet the Unforeseeable Emergency. For purposes of this Section 5(d), a payment due to an Unforeseeable Emergency will not exceed the amount that the Committee determines is reasonably necessary to satisfy the need created by the Unforeseeable Emergency, plus amounts reasonably necessary to pay taxes reasonably anticipated as the result of the payment, after taking into account the extent to which such need is or may be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Participant’s assets (to the extent that such liquidation would not itself cause severe financial hardship). Upon application for a payment due to Unforeseeable Emergency, the Participant will furnish to the Committee all information as the Participant deems appropriate and as the Committee deems necessary and appropriate to make a determination on the application.

(e)Tax Withholding. The Company may withhold income or other taxes from any distribution of a Participant’s Account if the Company determines that withholding is necessary or appropriate to comply with any Federal, State or local tax withholding or similar requirements of law.

(f)Payments to Legal Incompetents. Upon proof satisfactory to the Committee that any person entitled to receive a payment under the Supplement is legally incompetent to receive the payment, the Committee may direct the payment to be made to a guardian or conservator of the estate of the person. Any payment made under the preceding sentence will release the Company from all further liability to the extent of the payment made.

(g)Discharge of Obligation. Any payment made by the Company pursuant to the Supplement shall, to the extent of the payments made, constitute a complete discharge of all obligations under the Supplement of the Company and the Committee The Committee may require the payee, as a condition precedent to any payment, to execute a receipt and release in a form satisfactory to the Committee. The Committee may also require the payee, as a condition precedent to any payment, to execute an acknowledgement or agreement in a form satisfactory to the Committee concerning repayment of erroneous or duplicate benefits.

6

(h)Correction of Mistakes. Any mistake in the amount of a Participant’s benefits under the Supplement may be corrected by the Committee when the mistake is discovered. The mistake may be corrected in any reasonable manner authorized by the Committee. In appropriate circumstances (such as where the mistake is not material or is not timely discovered), the Committee may in its sole and absolute discretion waive the making of any correction.

6.Fully Vested; Forfeiture for Cause.

All amounts credited to the Participant’s Account shall be fully vested and nonforfeitable at all times. Notwithstanding the foregoing, any Participant, regardless of age, who is terminated for theft or embezzlement of Company assets, or for accepting bribes from suppliers, or who resigns during the pendency or carrying out of an investigation which established such conduct, shall forfeit 100% of the interest credited to his Account.

7.Funding Policy and Method.

This Supplement shall be unfunded within the meaning of Section 201(2) of ERISA, and all payments under the Supplement shall be made from the general assets of the Company, including, at the sole option of the Company, from any assets held in any trust established by the Company the assets of which are subject to the claims of the Company’s general, unsecured creditors in the event of the Company’s Insolvency. No assets shall be irrevocably set aside to pay benefits under the Supplement in a manner making the assets unreachable by the Company’s general, unsecured creditors in the event of the Company’s Insolvency. Participants and Designated Beneficiaries shall have no right to any specific assets of the Company by virtue or the existence or terms of the Supplement and shall be general, unsecured creditors of the Company at all times with respect to any claim for benefits under the Supplement.

8.Administration

(a)Committee Authority. The Committee shall be responsible for the operation and administration of the Supplement and for carrying out the provisions of the Supplement. The Committee shall have discretionary authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Supplement, and to decide or resolve any and all questions, including interpretations of the Supplement. Any action taken by the Committee in its discretion shall be final and conclusive on all parties. The Committee’s prior exercise of discretionary authority shall not obligate it to exercise its authority in a like fashion in the future. The Committee may, from time to time, delegate to others, including employees of the Company, administrative duties as it sees fit.

(b)Account Statements. As soon as administratively possible after the end of each calendar year, the Company shall prepare and furnish to each Participant a statement of the status of each of his Account of the Plan effective as of the last day of the calendar year, and such other information as the Committee may prescribe.

(c)Indemnification. The Company shall indemnify, through insurance or otherwise, each member of the Committee against any claims, losses, expenses, damages or liabilities arising out of the performance (or failure of performance) of their responsibilities under the Plan.

9.Claims and Appeals.

(a)Payment of Benefits. The payment of benefits due under the Supplement shall be made at such times and in such amounts as provided for under the terms of the Supplement. Each Participant and Designated Beneficiary shall be obligated to provide the Company a current address so that payments may be made as required. The mailing of a payment to the last known mailing address of a Participant or Designated Beneficiary shall be deemed full payment of the amount so mailed.

(b)Written Claim for Benefits. If a Participant or Designated Beneficiary does not receive payment of benefits under the Supplement which the Participant or Designated Beneficiary believes are due under the Supplement, the Participant or Designated Beneficiary may file a written claim for benefits with the Committee. The written claim shall be in a form satisfactory to, and with such supporting documentation and information as may be required by, the Committee.

7

(c)Denial of Claim. If a Participant’s or Designated Beneficiary’s claim for benefits is denied in whole or in part by the Committee, a written notice will be furnished to the claimant within 90 days after the date the claim was received. If circumstances require a longer period, the claimant will be notified in writing, prior to the expiration of the 90 day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90 day period.

(d)Reasons for Denial. A denial or partial denial of a claim will clearly set forth:

(i)the specific reason or reasons for the denial;

(ii)a specific reference to pertinent Supplement provisions on which the denial is based;

(iii)a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(iv)an explanation of the procedure for review of the denied or partially denied claim, including the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

(e)Review of Denial. Upon denial of a claim, in whole or in part, a claimant or a duly authorized representative of the claimant may request a full and fair review of the denied claim by filing a written notice of appeal with the Committee. Any appeal must be received by the Committee within 60 days of the date that the notice of the denied claim was received. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing, except for privileged or confidential documentation. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

If the claimant fails to file a request for review within 60 days of the notification of denial, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, the request must include a description of the issues and evidence the claimant deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.

(f)Decision Upon Review. The Committee will provide a written decision on review. If the claim is denied on review, the decision shall set forth:

(i)the specific reason or reasons for the adverse determination;

(ii)specific reference to pertinent Supplement provisions on which the adverse determination is based;

(iii)a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and

(iv)a statement describing any voluntary appeal procedures offered by the Supplement and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.

A decision will be rendered by the Committee as soon as practicable. Ordinarily decisions will be rendered within 60 days following receipt of the request for review. If the need to hold a hearing or special circumstances require additional processing time, the decision shall rendered as soon as possible, but not later than 120 days following receipt of the request for review.

(g)Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Supplement shall be brought unless and until the claimant has exhausted all remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure. Any suit or legal action initiated by a claimant under the Supplement must be brought by the claimant no later than one year following a final decision on the claim for benefits. Notwithstanding the foregoing, in no event may a claimant initiate suit or legal action more than two years after the facts giving rise to the action occurred. These limitations on suits or legal actions for benefits will apply in any forum where a claimant initiates the suit or legal action.

8

10.Amendment and Termination of this Supplement.

The Company reserves the right to amend or terminate this Supplement at any time by resolution of the Board or the Compensation Committee. No amendment or termination of this Supplement shall deprive a Participant or Designated Beneficiary of any portion of the Participant’s or Designated Beneficiary’s vested benefit accrued under the Supplement as of the date of the amendment or termination.

11.General Provisions.

(a)Definition and Supplement Interpretation. The capitalized words and phrases used throughout the Supplement shall have the meanings in Section 2, unless the context requires otherwise. Unless otherwise plainly required by the context, any gender may be construed to include all genders, and the singular or plural may be construed to include the plural or singular, respectively. The section headings in the Supplement have been inserted for the convenience of reference only and are not to be considered in the interpretation of the Supplement.

(b)Interpretation and Savings Clause. The Supplement is intended to comply with Code Section 409A and guidance issued under Code Section 409A. Notwithstanding any other provision of this Supplement, the Supplement shall be interpreted and administered accordingly. If any provision of the Supplement is held invalid or unenforceable, that invalidity or unenforceability shall not affect any other provision, and the Supplement shall be construed and enforced as if the affected provision had not been included.

(c)No Employment Rights. Neither the Plan or the Supplement, nor the action of the Company in establishing or continuing the Plan or the Supplement, nor any action taken by the Committee, nor participation in the Plan or the Supplement, shall be construed as giving any person any right to remain in the employ of the Company or an Affiliate or, except as provided in the Plan and the Supplement, the right to any payment or benefit. Nothing in the Plan or the Supplement shall affect the right of the Company or an Affiliate to terminate a person’s employment at any time, with or without cause.

(d)Assignment or Alienation of Benefits.

(i)General Rule. Except as expressly provided in the Supplement, the benefits payable under the Plan or the Supplement shall not be subject to assignment or alienation, and any attempt to do so shall be void.

(ii)Domestic Relations Orders. Notwithstanding any other provision of the Supplement, all or a portion of a Participant’s Account may be paid to another person as specified in a domestic relations order that the Committee determines is a Qualified Domestic Relations Order. For this purpose, a “Qualified Domestic Relations Order” means a judgment, decree, or order (including the approval of a property settlement agreement) that:

(A)is issued pursuant to a State’s domestic relations law;

(B)relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child or other dependent of a Participant; and

(C)creates or recognizes the existence of an alternate payee’s right to, or assigns to the alternate payee the right to, receive all or a portion of the Participant’s benefits under the Supplement;

The Committee shall determine in its sole and absolute discretion whether any document received by it is a Qualified Domestic Relations Order. In making this determination, the Committee may consider the rules applicable to “domestic relations orders” under Code Section 414(p) and Section 206(d) of ERISA, and other rules and procedures it deems relevant. If an order is determined to be a Qualified Domestic Relations Order, the amount to which the alternate payee is entitled under the Qualified Domestic Relations Order shall be paid in a single lump-sum payment as soon as practicable after the determination.

(e)Governing Law. To the extent not preempted by federal law, this Supplement shall be interpreted and construed in accordance with the laws of the State of Ohio (determined without regard to choice of laws principles).

9

IT WITNESS WHEREOF, The Kroger Co. has caused this Deferred Compensation Supplement to The Kroger Co. 2006 Long-Term Bonus Plan to be executed as of the 5th day of July, 2007.

THE KROGER CO.
By:	/s/ Paul Heldman
Title: Executive Vice President, Secretary
and General Counsel

10

ALTERNATIVE REPORTING AND DISCLOSURE STATEMENT
FOR PENSION PLANS FOR CERTAIN SELECTED EMPLOYEES

To the Secretary of Labor:

In compliance with the requirements of the alternative method of reporting and disclosure under Part 1 of Title I of the Employee Retirement Income Security Act of 1974 for unfunded or insured pension plans for a select group of management or highly compensated employees, specified in Department of Labor Regulations, 29 C.F.R. §2520.104-23, the following information is provided by the undersigned employer.

Name and Address of Employer:	The Kroger Co.
1014 Vine Street
Cincinnati, Ohio 45202-1141
Employer Identification Number:	31-0345740

The Employer maintains a plan (or plans) primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

Number of Plans and

Participants in Each

Plan:	Plan covering                      Employees (or
	Plans covering                        and
	Employees, respectively.)
	Dated                                                       , 20    .

THE KROGER CO.

By:

Title:

This form should be mailed to:

Top Hat Plan Exemption

Employee Benefits Security Administration

Room N-1513

U.S. Department of Labor

200 Constitution Avenue, NW

Washington, DC 20210

(Send certified mail to evidence filing requirement satisfied)

11

DEFERRAL AGREEMENT FOR THE PHASE-IN PERIOD

THIS FORM APPLIES ONLY TO DEFERRALS MADE WITH RESPECT TO LONG-TERM BONUSES THAT MAY BECOME PAYABLE UNDER THE 2006 LONG-TERM BONUS PLAN FOR THE PHASE-IN PERIOD

PARTICIPANT:

DATE OF BIRTH:

SOCIAL SECURITY NO.:

CURRENT ADDRESS:

DEFERRAL ELECTION FOR PHASE-IN PERIOD (FISCAL YEARS 2006-2007)

The Long-Term Bonus that may become payable to you under The Kroger Co. 2006 Long-Term Bonus Plan (the “Plan”) for the Phase-In Period, which includes the Company’s 2006-2007 Fiscal Years, may be deferred under the Deferred Compensation Supplement to the Plan (the “Supplement”), provided the Company receives your properly completed Deferral Agreement for the Phase-In Period no later than six months prior to the end of the Phase-In Period.

oI elect to defer all or a portion of the Long-Term Bonus that may become payable to me under the Plan for the Phase-In Period, as designated below. I understand that this deferral election is irrevocable, and is subject to all of the terms of the Plan and Supplement.

DEFERRAL AMOUNT:
%	(enter percentage of Long-Term Bonus to be deferred)

PAYMENT ELECTION FOR AMOUNTS DEFERRED FOR THE PHASE-IN PERIOD

I elect to have the amount of my Long-Term Bonus deferred for the Phase-In Period (Fiscal Years 2006-2007), and earnings on such amounts, paid as follows:

oImmediate Lump Sum Payment.  Lump sum payment after the first day of the calendar quarter that occurs six (6) months after my termination of employment.

oDeferred (Next Year) Lump Sum Payment.  Lump sum payment after the later of (i) the first day of the calendar year following my termination of employment or (ii) six (6) months after my termination of employment.

oImmediate (Next Quarter) Installment Payments.  Quarterly installment payments of                          payments [specify number of payments - no less than four (4) and no more than forty (40)] commencing after the first day of the calendar quarter that occurs six (6) months after my termination of employment.

oDeferred (Retirement Age) Installment Payments.  Quarterly installment payments of                          payments [specify number of payments - no less than four (4) and no more than forty (40)] commencing after the first day of the calendar quarter that occurs six (6) months following the later of (i) my termination of employment or (ii) my                      birthday [specify birthday for which payments shall commence].

DESIGNATION OF BENEFICIARY

Pursuant to the Supplement to the Plan, I designate the following person(s) to receive payment of the amounts in my Account that are attributable to deferrals (and earnings on such deferrals) for the Phase-In Period in the event of my death prior to complete distribution of such amounts.  I understand that if I do not have a valid Designation of Beneficiary on file, the amounts credited to my Account that are attributable to deferrals (and earnings on such deferrals) for the Phase-In Period shall be distributed to the executor or administrator of my estate.

12

Beneficiary(ies)	Percentage of Death Benefit:
	%
	%
	%
TOTAL:	% (must equal 100%)

Please attach any contingent Designated Beneficiary provisions.

PAYMENT TO DESIGNATED BENEFICIARY

I elect to have the amounts in my Account that are attributable to deferrals (and earnings on such deferrals) for the Phase-In Period that are unpaid as of the date of my death, paid to my Designated Beneficiary as follows:

oImmediate (Next Quarter) Lump Sum Payment.  Lump sum payment after the first day of the calendar quarter following the date of my death.

oDeferred (Next Year) Lump Sum Payment.  Lump sum payment after the first day of the calendar year following the date of my death.

oImmediate (Next Quarter) Installment Payments.  Quarterly installment payments of                          payments [specify number of payments - no less than four (4) and no more than forty (40)] commencing after the first day of the calendar quarter following the date of my death.

13

PARTICIPANT’S ACKNOWLEDGEMENTS

I acknowledge that I have received a copy of the Plan and Supplement, and agree that the deferral of any portion of my Long-Term Bonus that may become payable to me under the Plan for the Phase-In Period is subject to the terms and conditions of the Plan and Supplement.

Participant’s Signature
Participant’s Name (Printed)
Date
	Committee
	By:
2006 Long-Term Bonus Plan
Deferred Compensation Supplement
Deferral Agreement (Phase-In Period)	Date:

14

DEFERRAL AGREEMENT FOR THE TERM PERIOD

THIS FORM APPLIES ONLY TO DEFERRALS MADE WITH RESPECT TO LONG-TERM BONUSES THAT MAY BECOME PAYABLE UNDER THE 2006 LONG-TERM BONUS PLAN FOR THE TERM PERIOD

PARTICIPANT:

DATE OF BIRTH:

SOCIAL SECURITY NO.:

CURRENT ADDRESS:

DEFERRAL ELECTION FOR THE TERM PERIOD (FISCAL YEARS 2006-2009)

The Long-Term Bonus that may become payable to you under The Kroger Co. 2006 Long-Term Bonus Plan (the “Plan”) for the Term Period, which includes the Company’s 2006-2009 Fiscal Years, may be deferred under the Deferred Compensation Supplement to the Plan (the “Supplement”), provided the Company receives your properly completed Deferral Agreement for the Term Period no later than six months prior to the end of the Term Period.

oI elect to defer all or a portion of the Long-Term Bonus that may become payable to me under the Plan for the Term Period, as designated below. I understand that this deferral election is irrevocable, and is subject to all of the terms of the Plan and Supplement.

DEFERRAL AMOUNT:
%	(enter percentage of Long-Term Bonus to be deferred)

PAYMENT ELECTION FOR AMOUNTS DEFERRED FOR THE TERM PERIOD

I elect to have the amount of my Long-Term Bonus deferred for the Term Period (Fiscal Years 2006-2009), and earnings on such amounts, paid as follows:

oImmediate Lump Sum Payment.  Lump sum payment after the first day of the calendar quarter that occurs six (6) months after my termination of employment.

oDeferred (Next Year) Lump Sum Payment.  Lump sum payment after the later of (i) the first day of the calendar year following my termination of employment or (ii) six (6) months after my termination of employment.

oImmediate (Next Quarter) Installment Payments.  Quarterly installment payments of                          payments [specify number of payments - no less than four (4) and no more than forty (40)] commencing after the first day of the calendar quarter that occurs six (6) months after my termination of employment.

oDeferred (Retirement Age) Installment Payments.  Quarterly installment payments of                          payments [specify number of payments - no less than four (4) and no more than forty (40)] commencing after the first day of the calendar quarter that occurs six (6) months following the later of (i) my termination of employment or (ii) my                      birthday [specify birthday for which payments shall commence].

15

DESIGNATION OF BENEFICIARY

Pursuant to the Supplement to the Plan, I designate the following person(s) to receive payment of the amounts in my Account that are attributable to deferrals (and earnings on such deferrals) for the Term Period in the event of my death prior to complete distribution of such amounts.  I understand that if I do not have a valid Designation of Beneficiary on file, the amounts credited to my Account that are attributable to deferrals (and earnings on such deferrals) for the Term Period shall be distributed to the executor or administrator of my estate.

Beneficiary(ies)	Percentage of Death Benefit:
		%
		%
		%
TOTAL:		% (must equal 100%)

Please attach any contingent Designated Beneficiary provisions.

16

PAYMENT TO DESIGNATED BENEFICIARY

I elect to have the amounts in my Account that are attributable to deferrals (and earnings on such deferrals) for the Term Period that are unpaid as of the date of my death, paid to my Designated Beneficiary as follows:

oImmediate (Next Quarter) Lump Sum Payment.  Lump sum payment after the first day of the calendar quarter following the date of my death.

oDeferred (Next Year) Lump Sum Payment.  Lump sum payment after the first day of the calendar year following the date of my death.

oImmediate (Next Quarter) Installment Payments.  Quarterly installment payments of                          payments [specify number of payments - no less than four (4) and no more than forty (40)] commencing after the first day of the calendar quarter following the date of my death.

PARTICIPANT’S ACKNOWLEDGEMENTS

I acknowledge that I have received a copy of the Plan and Supplement, and agree that the deferral of any portion of my Long-Term Bonus that may become payable to me under the Plan for the Term Period is subject to the terms and conditions of the Plan and Supplement.

Participant’s Signature
Participant’s Name (Printed)
Date
	Committee
	By:
2006 Long-Term Bonus Plan
Deferred Compensation Supplement
Deferral Agreement (Term Period)	Date:

17

AMENDMENT TO THE

KROGER CO. 2006 LONG-TERM BONUS PLAN

The Kroger Co. (the “Company”) maintains The Kroger Co. 2006 Long-Term Bonus Plan, effective January 29, 2006 (the “Plan”), for the benefit of its eligible employees (as defined in Section 2 of the Plan);

Pursuant to Section 12 of the Plan, the Company has the power to amend the Plan at any time.

The Company wishes to amends the Deferred Compensation Supplement to the Plan, effective as of January 1, 2008, as follows:

1.Section 5(i) shall be added to the Deferred Compensation Supplement to the Plan to read as follows:

(i)Special 2008 Distribution Election Right.  Notwithstanding any of the provisions of this Section 5, the Committee may, in its discretion and pursuant to and in accordance with certain transition relief referenced, inter alia, in Section 3.02 of Internal Revenue Service Notice 2006-79 (as modified by Notice 2007-86), and by adopting and distributing written forms, notices, or other written documents, permit any Participant to make, at any time on or after January 1, 2008 and on or before December 31, 2008, and by filing with the Committee a writing or form approved or prepared by the Committee, a new election as to the commencement date of the payments and/or the period over which payments will be made that will apply to any portion of the amounts allocated to the Participant’s Account prior to the date of such election (which amounts shall be referred to, for purposes of this Section 5(i), as the Participant’s “previously allocated amounts”).

(i)Conditions on 2008 Distribution Election. Notwithstanding the foregoing: (i) in no event shall any election made under the provisions of this Section 5(i) be given any effect under the Plan unless the Participant actually makes such new election on or after January 1, 2008 and on or before December 31, 2008; and (ii) any election made under the provisions of this Section 5(i) shall not be given any effect under the Plan to the extent that it attempts to apply to any portion of the Participant’s previously allocated amounts that would otherwise be paid during 2008 or attempts to cause any portion of the Participant’s previously allocated amounts to be paid during 2008.

(ii)Incorporation of 2008 Distribution Election Forms.  Any written forms, notices, or other written documents adopted and distributed by the Committee under the terms of this Section 5(i) shall be deemed to be incorporated into this Plan and an amendment to the Deferred Compensation Supplement to this Plan.

2.In all other respects, the Plan remains in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to the Plan to be signed as of the 11th day of December, 2008.

THE KROGER CO.
By:	/s/ Paul Heldman
Title:	Executive Vice President

18

EX-12.1

EXHIBIT 12.1

SCHEDULE OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES FOR THE KROGER CO. AND CONSOLIDATED SUBSIDIARY COMPANIES FOR THE FIVE FISCAL YEARS ENDED JANUARY 30, 2010

	January 30,2010(52 weeks)			January 31,2009(52 weeks)			February 2,2008(52 weeks)			February 3,2007(53 weeks)			January 28,2006(52 weeks)
Earnings:
Earnings before tax expense	$	589		$	1,967		$	1,888		$	1,759		$	1,525
Fixed charges	881			872			855			870			895
Capitalized interest	(10		)	(11		)	(14		)	(13		)	(7		)
Pre-tax earnings before fixed charges	$	1,460		$	2,828		$	2,729		$	2,616		$	2,413
Fixed charges:
Interest	$	512		$	496		$	488		$	500		$	518
Portion of rental payments deemed to be interest	369			376			367			370			377
Total fixed charges	$	881		$	872		$	855		$	870		$	895
Ratio of earnings to fixed charges	1.7			3.2			3.2			3.0			2.7

1

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF THE KROGER CO.

Agri-Products, Inc. [Arkansas]

Alpha Beta Company [California]

Bay Area Warehouse Stores, Inc. [California]

Beech Tree Holdings, LLC [Delaware]

Bell Markets, Inc. [California]

Bluefield Beverage Company [Ohio]

Cala Co. [Delaware]

Cala Foods, Inc. [California]

CB&S Advertising Agency, Inc. [Oregon]

Country Oven, Inc. [Ohio]

Crawford Stores, Inc. [California]

Dillon Companies, Inc. [Kansas]

Also Doing Business As:

Baker’s Supermarkets

City Market

Dillon Food Stores

Dillon Stores Division, Inc.

Food 4 Less

Gerbes Supermarkets

Inter-American Products

King Soopers

Peyton’s Fountain

Dillon Real Estate Co., Inc. [Kansas]

Distribution Trucking Company [Oregon]

Dotto, Inc. [Indiana]

Embassy International, Inc. [Ohio]

F4L L.P. [Ohio]

FM, Inc. [Utah]

FMJ, Inc. [Delaware]

Also Doing Business As:

Fred Meyer Jewelers Mail Order

fredmeyerjewelers.com

littmanjewelers.com

Food 4 Less GM, Inc. [California]

Food 4 Less Holdings, Inc. [Delaware]

Food 4 Less Merchandising, Inc. [California]

Food 4 Less of California, Inc. [California]

Food 4 Less of Southern California, Inc. [Delaware]

Fred Meyer (HK) Limited [Hong Kong]

Fred Meyer, Inc. [Delaware]

Fred Meyer Jewelers, Inc. [California]

Also Doing Business As:

Barclay Jewelers

Fox’s Jewelers

Littman Jewelers

[ ] Brackets indicate state or country of incorporation or organization and do not form part of corporate name.

1

Fred Meyer Stores, Inc. [Ohio]

Also Doing Business As:

FM Fuel Stop

Fred Meyer

Inter-American Products

Quality Food Centers

Swan Island Dairy

Grants Pass FMS, LLC [Oregon]

Healthy Options Inc. [Delaware]

Also Doing Business As:

Postal Prescription Services

Henpil, Inc. [Texas]

Hughes Markets, Inc. [California]

Hughes Realty, Inc. [California]

Inter-American Foods, Inc. [Ohio]

Inter-American Products, Inc. [Ohio]

Junior Food Stores of West Florida, Inc. [Florida]

Also Doing Business As:

Tom Thumb Food Stores

J.V. Distributing, Inc. [Michigan]

Kessel FP, L.L.C. [Michigan]

Kessel RCD, L.L.C. [Michigan]

Kessel Saginaw, L.L.C. [Michigan]

KRGP Inc. [Ohio]

KRLP Inc. [Ohio]

The Kroger Co. of Michigan [Michigan]

Also Doing Business As:

Bi-Lo Discount Foods

Inter-American Products

Kessel Food Markets

Kessel Pharmacies

Kroger Fresh Fare

Kroger Dedicated Logistics Co. [Ohio]

Also Doing Business As:

KDL

Kroger Group Cooperative, Inc. [Ohio]

Also Doing Business As:

KGC, Inc.

Kroger Group, Inc.

[ ] Brackets indicate state or country of incorporation or organization and do not form part of corporate name.

2

Kroger Limited Partnership I [Ohio]

Also Doing Business As:

Chef’s Choice Catering

Foods Plus

Gene Maddy Drugs

Hilander Food Stores

JayC Food Stores

Kentucky Distribution Center

Kroger Food Stores

Kroger Marketplace

Owen’s Supermarket

Peyton’s Southeastern

Queen City Centre

Ruler Discount Foods

Scott’s Food & Pharmacy

Kroger Limited Partnership II [Ohio]

Also Doing Business As:

Country Oven Bakery

Crossroad Farms Dairy

Inter-American Products

K. B. Specialty Foods

Kenlake Foods

Pace Dairy of Indiana

Peyton’s Northern

Winchester Farms Dairy

Kroger Management Co. [Michigan]

Kroger Prescription Plans, Inc. [Ohio]

Kroger Texas L.P. [Ohio]

Also Doing Business As:

America’s Beverage Company

Inter-American Products

Kroger Kwik Shop

Vandervoort Dairy Foods Company

KR Plaza Holdings, LLC [Delaware]

Kwik Shop, Inc. [Kansas]

Michigan Dairy, L.L.C. [Michigan]

Mini Mart, Inc. [Wyoming]

Also Doing Business As:

Loaf ‘N Jug

Pace Dairy Foods Company [Ohio]

Pay Less Super Markets, Inc. [Indiana]

Peyton’s-Southeastern, Inc. [Tennessee]

Also Doing Business As:

Peyton’s Mid-South Company

Supermarket Merchandisers Co.

Paramount Logistics, LLC [Ohio]

Pontiac Foods, Inc. [South Carolina]

Queen City Assurance, Inc. [Vermont]

Quik Stop Markets, Inc. [California]

[ ] Brackets indicate state or country of incorporation or organization and do not form part of corporate name.

3

Ralphs Grocery Company [Ohio]

Also Doing Business As:

Food 4 Less

Food 4 Less Midwest

Foods Co.

Inter-American Products

Ralphs Fresh Fare

Ralphs Marketplace

RJD Assurance, Inc. [Vermont]

Rocket Newco, Inc. [Texas]

Second Story, Inc. [Washington]

Smith’s Beverage of Wyoming [Wyoming]

Smith’s Food & Drug Centers, Inc. [Ohio]

Also Doing Business As:

Fry’s Food Stores

Fry’s Marketplace

Fry’s Mercado

Inter-American Products

Peyton’s Phoenix

Smith’s Express

Smith’s Food & Drug Stores

Smith’s Food King

Smith’s Fuel Centers

Smith’s Marketplace

Southern Ice Cream Specialties, Inc. [Ohio]

Sunrise R&D Holdings, LLC [Ohio]

THGP Co., Inc. [Pennsylvania]

THLP Co., Inc. [Pennsylvania]

TH Midwest, Inc. [Ohio]

Also Doing Business As:

Turkey Hill Minit Markets

Topvalco, Inc. [Ohio]

Turkey Hill, L.P. [Pennsylvania]

Also Doing Business As:

Inter-American Products

Turkey Hill Dairy, Inc.

Turkey Hill Minit Markets

Vine Court Assurance Incorporated [Vermont]

[ ] Brackets indicate state or country of incorporation or organization and do not form part of corporate name.

4

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 (File No. 333-148216) and S-8 (File Nos. 033-55501, 333-27211, 333-78935, 333-89977, 333-91354, 333-106802, 333-126076, 333-138152, 333-106803, 333-149991, 333-151967, 333-152604, 333-152605, 333-152606 and 333-164951) of The Kroger Co. of our report dated March 30, 2010 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Cincinnati, Ohio

March 30, 2010

1

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors of THE KROGER CO. (the “Company”) hereby makes, constitutes and appoints Paul W. Heldman and Bruce M. Gack, or either of them, his or her true and lawful attorneys-in-fact to sign and execute for and on his or her behalf the Company’s annual report on Form 10-K, and any and all amendments thereto, to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, in such form as they, or either of them, may approve and to do any and all other acts which said attorneys-in-fact, or either of them, may deem necessary or desirable to enable the Company to comply with said Act or the rules and regulations thereunder.

IN WITNESS WHEREOF, the undersigned directors have hereunto set their hands as of the 11th day of March 2010.

(Reuben V. Anderson)	(Clyde R. Moore)
Reuben V. Anderson	Clyde R. Moore
(Robert D. Beyer)	(Susan M. Phillips)
Robert D. Beyer	Susan M. Phillips
(David B. Dillon)	(Steven R. Rogel)
David B. Dillon	Steven R. Rogel
(John T. LaMacchia)	(James A. Runde)
John T. LaMacchia	James A. Runde
(David B. Lewis)	(Ronald L. Sargent)
David B. Lewis	Ronald L. Sargent
(W. Rodney McMullen)	(Bobby S. Shackouls)
W. Rodney McMullen	Bobby S. Shackouls
(Jorge P. Montoya)
Jorge P. Montoya

1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer of THE KROGER CO. (the “Company”) hereby makes, constitutes and appoints Paul W. Heldman and Bruce M. Gack, or either of them, his true and lawful attorneys-in-fact to sign and execute for and on his behalf the Company’s annual report on Form 10-K, and any and all amendments thereto, to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, in such form as they, or either of them, may approve and to do any and all other acts which said attorneys-in-fact, or either of them, may deem necessary or desirable to enable the Company to comply with said Act or the rules and regulations thereunder.

IN WITNESS WHEREOF, the undersigned officer has hereunto set his hand, as of the 11th day of March 2010.

(David B. Dillon)

David B. Dillon

Chairman and Chief Executive Officer

2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer of THE KROGER CO. (the “Company”) hereby makes, constitutes and appoints Paul W. Heldman and Bruce M. Gack, or either of them, his true and lawful attorneys-in-fact to sign and execute for and on his behalf the Company’s annual report on Form 10-K, and any and all amendments thereto, to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, in such form as they, or either of them, may approve and to do any and all other acts which said attorneys-in-fact, or either of them, may deem necessary or desirable to enable the Company to comply with said Act or the rules and regulations thereunder.

IN WITNESS WHEREOF, the undersigned officer has hereunto set his hand, as of the 11th day of March 2010.

(J. Michael Schlotman)

J. Michael Schlotman

Senior Vice President and Chief Financial Officer

3

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer of THE KROGER CO. (the “Company”) hereby makes, constitutes and appoints Paul W. Heldman and Bruce M. Gack, or either of them, her true and lawful attorneys-in-fact to sign and execute for and on her behalf the Company’s annual report on Form 10-K, and any and all amendments thereto, to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, in such form as they, or either of them, may approve and to do any and all other acts which said attorneys-in-fact, or either of them, may deem necessary or desirable to enable the Company to comply with said Act or the rules and regulations thereunder.

IN WITNESS WHEREOF, the undersigned officer has hereunto set her hand, as of the 11th day of March 2010.

(M. Elizabeth Van Oflen)

M. Elizabeth Van Oflen

Vice President and Controller

and Principal Accounting Officer

4

EX-31.1

EXHIBIT 31.1

I, David B. Dillon, certify that:

1.I have reviewed this annual report on Form 10-K of The Kroger Co.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 30, 2010
	(David B. Dillon)
	David B. Dillon
	Chairman of the Board and
	Chief Executive Officer
	(principal executive officer)

1

EX-31.2

EXHIBIT 31.2

I, J. Michael Schlotman, certify that:

1.I have reviewed this annual report on Form 10-K of The Kroger Co.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 30, 2010
	(J. Michael Schlotman)
	J. Michael Schlotman
	Senior Vice President and
	Chief Financial Officer
	(principal financial officer)

1

EX-32.1

EXHIBIT 32.1

NOTE: The referenced officers, based on their knowledge, furnish the following certification, pursuant to 18 U.S.C. §1350.

We, David B. Dillon, Chief Executive Officer and Chairman of the Board, and J. Michael Schlotman, Senior Vice President and Chief Financial Officer, of The Kroger Co. (the “Company”), do hereby certify in accordance with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Annual Report on Form 10-K of the Company for the period ending January 30, 2010 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or 78o(d)); and

2.The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 30, 2010	(David B. Dillon)
	David B. Dillon
	Chairman of the Board and Chief Executive Officer
	(J. Michael Schlotman)
	J. Michael Schlotman
	Senior Vice President and Chief Financial Officer

A signed original of this written statement as required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to The Kroger Co., and will be retained by The Kroger Co. and furnished to the SEC or its staff upon request.

1